Common use of Engagement and Duties Clause in Contracts

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as an officer of the Company, with the title and designation of Executive Vice President-Chief Financial Officer of the Company. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial Officer. Executive hereby accepts such engagement and employment. 1.2 Executive's duties and responsibilities shall be those normally and customarily vested in the office of Executive Vice President-Chief Financial Officer of a corporation, subject to the supervision, direction and control of the Chief Executive Officer ("CEO") of the Company. In addition, Executive's duties shall include those duties and services for the Company and its affiliates as the CEO shall from time to time reasonably direct. Executive shall report directly to the CEO. 1.3 Executive agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 Except for routine travel incident to the business of the Company, Executive shall perform his duties and obligations under this Agreement principally from an office or offices provided by the Company in Camarillo, California, or such other location as the CEO may from time to time determine.

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive Employee as an officer Director of the Company, with the title and designation of Executive Vice President-Chief Financial Officer of the CompanyProducts. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial Officer. Executive Employee hereby accepts such engagement and employment. 1.2 Executive's Employee will have access to certain confidential information and may, during the course of his employment, develop certain information which will be the property of the Company. Employee will be required to sign the Company’s “Proprietary Information and Assignment of Inventions Agreement” as a condition of his employment under this Agreement. 1.3 Employee’s duties and responsibilities shall be those normally as follows: to develop and customarily vested manage the product offerings in the office of Executive Vice President-Chief Financial Officer of a corporationspecific channel (i.e. Sports, Entertainment, Lifestyle, etc), subject to the supervision, direction and control of the Chief Executive Officer ("CEO") Senior VP of Operations of the Company. In addition, ExecutiveEmployee's duties shall include those duties and services for the Company and its affiliates as the CEO Board shall from time to time reasonably direct. Executive Employee shall report directly to the CEOSenior VP of Operations of the Company. 1.3 Executive 1.4 Employee agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive Employee will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 1.5 Except for routine travel incident to the business of the Company, Executive Employee shall perform his duties and obligations under this Agreement principally from an office or offices provided by the Company in CamarilloLos Angeles, California, or such other location in Los Angeles County, as the CEO Senior VP may from time to time determine. In addition, the Employee will be expected to make routine trips to the company’s headquarters in Orange County California as his job requires. 1.6 Notwithstanding anything to the contrary, and including both during and after the term of the agreement, your employment is at-will and therefore your employment can be terminated, with or without cause, and with or without notice, at any time, at your option or the Company's option. Although other terms and conditions of employment may change, this at-will employment relationship as defined above will remain in effect throughout your employment with the Company, unless it is modified by a specific, express written agreement with the Company signed by you and the CEO of the Company. This at-will employment relationship may not be modified by any oral or implied agreement, or by any person, statement, act, and series of events or pattern of conduct. This paragraph about the at-will nature of your employment sets forth our complete understanding regarding this subject.

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as an officer of the Company, with the title and designation of Executive Vice President-Chief Financial Officer and Chief Operating Officer of the Company. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial Officer. Executive hereby accepts such engagement and employment. Executive acknowledges that it is the Company's intention to restructure the Chief Financial Officer and Chief Operating Officer position into two separate positions to be filled by separate individuals and, in connection with any such restructuring, Executive agrees that the Company may change Executive's title, duties and responsibilities, provided Executive shall continue to report directly to Xxxxxxx Xxxxxxx. 1.2 Subject to the Company's right to change Executive's title, duties and responsibilities as set forth in Section 1.1 above, Executive's duties and responsibilities shall be those which are normally and customarily vested in the office of Executive Vice President-Chief Financial Officer and Chief Operating Officer of a corporation, subject to the supervision, direction and control of the Chief Executive Officer and the Board of Directors (the "CEOBOARD") of the Company. In addition, Executive's duties shall include those duties and services for the Company and its affiliates as the CEO Chief Executive Officer and/or the Board shall from time to time reasonably direct. Executive shall report directly to the CEOChief Executive Officer of the Company. 1.3 Executive agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern; provided, however, the Company expressly acknowledges that Executive may devote personal business time to Xxxxxxx Xxxxx Arts. Executive will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 Except for routine travel incident to the business of the Company, Executive shall perform his duties and obligations under this Agreement principally from an office or offices provided by the Company in CamarilloLos Angeles, California, or such other location in Los Angeles County, California, as the CEO Board may from time to time determine.

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as an officer of the Company, with the title and designation of Executive Vice President-Chief Financial Officer of the Company. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial Officer. Executive hereby accepts such engagement and employment. 1.2 Executive will have access to certain confidential information and may, during the course of his employment, develop certain information which will be the property of the Company. Executive will be required to sign the Company's "Proprietary Information and Assignment of Inventions Agreement" as a condition of his employment under this Agreement. 1.3 Executive's duties and responsibilities shall be as follows: those duties and responsibilities normally and customarily vested in the office of Executive Vice President-Chief Financial Officer of a corporationcorporation in the business currently conducted by the company, subject to the supervision, direction and control of the Chief Executive Officer Board of Directors (the "CEOBoard") of the Company. In addition, Executive's duties shall include those duties and services for the Company and its affiliates as the CEO Board shall from time to time reasonably direct. Executive shall report directly to the CEOChief Executive Officer of the Company. 1.3 1.4 Executive agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 (a) Company acknowledges and approves that Executive currently has a vested interest in another Corporation (Sega Gaining) in the parts and service business of casino machines. From time to time Executive may chose to hold director and officer positions with the Corporation. Executive has made Company aware of these circumstances and have agreed that this will not prevent Executive from performing his services to Company. Executive will perform his services for the Corporation so not to interfere with his services to Company. Executive shall inform Company immediately of any potential conflicts of interests and shall resolve such potential conflicts in favor of the Company. 1.6 Except for routine travel incident to the business of the Company, Executive shall perform his duties and obligations under this Agreement principally from an office or offices provided by the Company in CamarilloOrange County, California, or such other location in Orange County or Los Angeles County, as the CEO Board may from time to time determine.

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive Employee as an officer Director of the Company, with the title and designation of Executive Vice President-Chief Financial Officer of the CompanyOnline Marketing. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial Officer. Executive Employee hereby accepts such engagement and employment. 1.2 Executive's Employee will have access to certain confidential information and may, during the course of his employment, develop certain information which will be the property of the Company. Employee will be required to sign the Company’s “Proprietary Information and Assignment of Inventions Agreement” as a condition of his employment under this Agreement. 1.3 Employee’s duties and responsibilities shall be those normally as follows: the efficient running of the daily marketing campaigns as well as overall identification and customarily vested in the office analysis of Executive Vice President-Chief Financial Officer of a corporationpotential new business opportunities or technologies, subject to the supervision, direction and control of the Chief Executive Officer ("CEO") VP of Marketing of the Company. In addition, ExecutiveEmployee's duties shall include those duties and services for the Company and its affiliates as the CEO Board shall from time to time reasonably direct. Executive Employee shall report directly to the CEOVP of Marketing of the Company. 1.3 Executive 1.4 Employee agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive Employee will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 1.5 Except for routine travel incident to the business of the Company, Executive Employee shall perform his duties and obligations under this Agreement principally from an office or offices provided by the Company in CamarilloLos Angeles, California, or such other location in Los Angeles County, as the CEO may from time to time determine. In addition, the Employee will be expected to make routine trips to the company’s headquarters in Orange County California as his job requires.

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as an officer of the Company, with the title and designation of Executive Vice President-Chief Financial Officer of the Company. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial Marketing Officer. Executive hereby accepts such engagement and employment. 1.2 Executive will have access to certain confidential information and may, during the course of his employment, develop certain information which will be the property of the Company. Executive will be required to sign the Company's "Proprietary Information and Assignment of Inventions Agreement" as a condition of his employment under this Agreement. 1.3 Executive's duties and responsibilities shall be as follows: those normally duties and responsibilities customarily vested in the office of Executive Vice President-Chief Financial Marketing Officer of a corporationcorporation in the business currently conducted by the Company, subject to the supervision, direction and control of the Chief Executive Officer and Board of Directors (the "CEOBOARD") of the Company. In addition, Executive's duties shall include those duties and services for the Company and its subsidiaries and affiliates as the CEO Chief Executive Officer or Board shall from time to time reasonably direct. Executive shall report directly to the CEOCompany's Chief Executive Officer. 1.3 1.4 Executive agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 1.5 Except for routine travel incident to the business of the Company, Executive shall perform his duties and obligations under this Agreement principally from an office or offices provided by the Company in CamarilloOrange County, California, or such other location in Orange County or Los Angeles County, as the CEO Board may from time to time determine.

Engagement and Duties. 1.1 Commencing upon May 10th, 2004 (the "EFFECTIVE DATE"), and upon Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Executive as an officer Senior Vice President of the Company, with the title and designation of Executive Vice President-Chief Financial Officer of the Company. Notwithstanding the foregoing, Executive acknowledges and agrees that for purposes of transition, Xxxxxxx Xxxx, the Company's current Chief Financial Officer will continue to function with that title until the effective date of his resignation which shall be the close of business on May 14, 2004, at which time Executive shall assume full responsibility as the Company's Chief Financial OfficerMarketing & Licensing. Executive hereby accepts such engagement and employment. 1.2 Executive will have access to certain confidential information and may, during the course of his employment, develop certain information which will be the property of the Company. Executive will be required to sign the Company's "Proprietary Information and Assignment of Inventions Agreement" as a condition of his employment under this Agreement. 1.3 Executive's duties and responsibilities shall be those normally as follows: responsible for the development and customarily vested in expansion of the office Company's licensed content library and strategic placement of Executive Vice President-Chief Financial Officer of a corporationsuch content on New Motion's mobile platform, subject to the supervision, direction and control of the Chief Executive Officer Board of Directors (the "CEOBoard") of the Company. In addition, Executive's duties shall include those duties and services for the Company and its affiliates as the CEO Board shall from time to time reasonably direct. Executive shall report directly to the CEOChief Executive Officer of the Company. 1.3 1.4 Executive agrees to devote his primary business time, energies, skills, efforts and attention to his duties hereunder, and will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, render any material services to any other business concern. Executive will use his best efforts and abilities faithfully and diligently to promote the Company's business interests. 1.4 Except (a) Company acknowledges and approves that Executive currently has a vested interest in another Corporation that maintains and is acquiring content from international sources which is to be utilized in various media formats. From time to time Executive may chose to hold director and officer positions with the Corporation. Executive has made Company aware of these circumstances and have agreed that this will not prevent Executive from performing his services to Company. Executive will perform his services for routine travel incident the Corporation so not to the business interfere with his services to Company. Executive shall inform Company immediately of any potential conflicts of interests and shall resolve such potential conflicts in favor of the Company, . Executive shall may perform his duties and obligations under this Agreement principally remotely for up to three days per week, so long as doing so does not interfere with his performance of such duties and obligations and the Executive complies with the Company's Telecommunications Policy. On days Executive is not working remotely, he shall work from an office or offices provided by the Company in CamarilloOrange County, California, or such other location in Los Angeles or Orange County, California, as the CEO Board may from time to time determine.