Common use of Executive’s Duties Clause in Contracts

Executive’s Duties. (a) The Company hereby agrees to retain Executive, and Executive agrees faithfully and to the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision of the business of the Company and to discharge the duties of said office and perform such other duties and services of an executive, administrative and managerial nature as shall be specified and designated from time to time by the Board of Directors of the Company in connection with the business and activities of the Company; provided that the Company acknowledges that, as described in Section 8(c)(ii) of this Agreement, the assignment of any duties inconsistent with Executive's positions, duties, responsibilities and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) Xxxxx.Xxx, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as consultant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted by the Company within the same geographic market as that in which the business of the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Executive's analysis thereof will be accorded significant weight.

Executive’s Duties. (a) The Company hereby agrees Executive shall be President and Chief Executive Officer (collectively “CEO)”) and shall report to retain Executive, and Employer’s Board of Directors (the “Board”). Executive agrees shall faithfully and diligently perform his duties at the direction of the Board, to the best of Executive’s ability. Executive shall (i) devote his abilitybest efforts, in skill, and ability and full business time and attention to the position of President and Chief Executive Officer, to have general and active management and supervision performance of the customary duties and responsibilities of a CEO, subject to vacations and sick leave as provided herein and in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not to publicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). Executive’s commitments to Employer shall not preclude Executive from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and responsibilities to Employer, and shall not create any conflict of interest with respect to any business of the Company and Employer. (b) Executive agrees to discharge the duties abide by all policies applicable to senior executive officers of said office and perform such other duties and services of an executive, administrative and managerial nature as shall be specified and designated Employer promulgated from time to time by Employer. (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Board of Directors of the Company in connection with the business and activities of the Company; provided that the Company acknowledges that, as described in Section 8(c)(ii) Term of this Agreement, the assignment Executive shall be a member of any duties inconsistent with Executive's positions, duties, responsibilities and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skillEmployer’s Board of Directors, and in no event less than a majority Employer shall take such steps as may be necessary to effectuate the appointment or election of his time during regular business hours, Executive to the performance Board. Upon termination of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities this Agreement for other entities. Without limiting the foregoingany reason (including non-renewal), Executive shall automatically and immediately be permitted to serve removed as a consultant with Director, unless Employer and Executive mutually agree in writing to (i) Liberty Digital, Inc., (ii) Xxxxxhave Executive continue as a Director.Xxx, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent of the Chairman of the Company (the "Chairman"), serve as consultant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted by the Company within the same geographic market as that in which the business of the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Executive's analysis thereof will be accorded significant weight.

Executive’s Duties. Executive shall only perform those employment duties relating to the transition of his responsibilities as President of Investments and Co-Chief Investment Officer of the Company; however Executive will not have any authority to bind or act on behalf of the Company in any material way. The Executive’s duties shall include: (ai) The Company hereby agrees working with and assisting the Chief Executive Officer in the transition of Executive’s duties; (ii) cooperating with the Company, its counsel and advisors with respect to retain Executiveexecuting the Company’s internal and external communication plans (including reviewing and contributing to press releases, internal announcements, and participating in conference calls with internal and external constituents); and (iii) duties reasonably requested by the Chief Executive agrees faithfully Officer (or his designee) (collectively “Duties”). These Duties shall be provided at the Company headquarters or by telephone or e-mail, as the Chief Executive Officer (or his designee) and to Executive shall mutually agree. Executive shall perform his Duties in the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision of the business interest of the Company and Executive will be available to discharge perform the duties of said office Duties for the Company on an “as-needed” basis. Executive shall only communicate regarding the Duties with those associates and perform such other duties and services of an executive, administrative and managerial nature as shall be specified and designated from time to time on subject matters identified by the Board of Directors Chief Executive Officer (or his designee). The Executive’s employment shall terminate as of the Company in connection last day of the Term and the execution of this Amendment No. 2 shall constitute Executive’s resignation from all officer, director and committee positions (excluding Executive’s Directorship at CAM) with the business Company and activities its affiliates (as defined in Exhibit A and referenced herein as “Affiliates”) as of the Company; provided that Transition Date. For avoidance of doubt, Executive agrees and consents: (i) as of and from the Company acknowledges thatTransition Date, as described to the change in Section 8(c)(ii) of this Agreementhis status, the assignment of any duties inconsistent with Executive's positions, dutiesposition, responsibilities and status with reporting relationship for all purposes, including, without limitation, the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skill, and in no event less than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) Xxxxx.Xxxthat nothing in Amendment No. 2 or contemplated by Amendment No. 2, Inc. including but not limited to the changes referenced in clause (i), constitutes Good Reason for termination of employment by the Executive; and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, without the prior written consent termination of the Chairman of the Company (the "Chairman"), serve as consultant Executive's employment pursuant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted Section 1 shall not constitute a termination by the Company within for other than Cause and therefore the same geographic market as that in which Executive shall not be entitled to any compensation or other payments under the business terms of the Company is Agreement or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Executive's analysis thereof will be accorded significant weightotherwise.

Executive’s Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (athe “Manager”) or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company hereby agrees in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to retain time assign to Executive not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive agrees faithfully will use Executive’s good faith efforts to promote and to develop the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision business of the Company. However, the Company recognizes that during the period of Executive’s employment hereunder, Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates and related entities, and the Company acknowledges and agrees that Executive’s provision of such services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and to discharge the goodwill pertaining thereto, Executive shall perform his duties of said office under this Agreement professionally, in accordance with the applicable laws, rules and perform regulations and such other duties standards, policies and services of an executive, administrative procedures established by Employer and managerial nature as shall be specified and designated the industry from time to time by the Board of Directors of the Company in connection with the business and activities of the Company; provided that the Company acknowledges that, as described in Section 8(c)(ii) of this Agreement, the assignment of time. Executive will not perform any duties inconsistent with Executive's positionsfor any other business, duties, responsibilities and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skill, and in no event less other than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) Xxxxx.Xxx, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, Permitted Activity without the prior written consent of the Chairman Compensation Committee, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Company (the "Chairman"), serve as consultant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted by the Company within the same geographic market as that in which the business of the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Executive's analysis thereof will be accorded significant weight’s duties under this Agreement.

Executive’s Duties. Executive shall have such power and authority to act for and in the name of the Company, as provided in the operating agreement of CFS, the By-laws of CAM or resolutions of the manager of CFS (athe “Manager”) or the Board. The duties and responsibilities of Executive are and shall continue to be of an executive nature as shall be required by the Company hereby agrees in the conduct of its business and shall include the performance of such lawful and reasonable duties and responsibilities as the Board or the Manager may from time to retain time assign to Executive not inconsistent with Executive’s position(s). Executive recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive agrees faithfully will use Executive’s good faith efforts to promote and to develop the best of his ability, in the position of President and Chief Executive Officer, to have general and active management and supervision business of the Company. However, the Company recognizes that during the period of Executive’s employment hereunder, Executive may provide certain services to Calamos Family Partners, Inc. and its affiliates and related entities, and the Company acknowledges and agrees that Executive’s provision of such services shall not be in breach of this Agreement so long as the provision of such services does not (i) interfere with Executive’s primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the Compensation Committee of CAM (the “Compensation Committee”) (each such services a “Permitted Activity”). Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and to discharge the goodwill pertaining thereto, Executive shall perform his duties of said office under this Agreement professionally, in accordance with the applicable laws, rules and perform regulations and such other duties standards, policies and services of an executive, administrative procedures established by Employer and managerial nature as shall be specified and designated the industry from time to time by the Board of Directors of the Company in connection with the business and activities of the Company; provided that the Company acknowledges that, as described in Section 8(c)(ii) of this Agreement, the assignment of time. Executive will not perform any duties inconsistent with Executive's positionsfor any other business, duties, responsibilities and status with the Company or a change in Executive's reporting responsibilities, titles or offices will constitute a constructive termination providing Executive with the rights described in such Section 8(c)(ii) and elsewhere in this Agreement. (b) Commencing on the Executive Termination Date, Executive agrees to devote his best efforts, energy and skill, and in no event less other than a majority of his time during regular business hours, to the performance of such services; provided, however, that the Company acknowledges that Executive may from time to time engage in consulting and related activities for other entities. Without limiting the foregoing, Executive shall be permitted to serve as a consultant with and to (i) Liberty Digital, Inc., (ii) Xxxxx.Xxx, Inc. and (iii) Heavy Industry, Inc., their respective successors and assigns. Notwithstanding the foregoing, Executive shall not, Permitted Activity without the prior written consent of the Chairman Compensation Committee, but may engage in charitable, civic or community activities, provided that such duties or activities do not materially interfere with the proper performance of the Company (the "Chairman"), serve as consultant to any other entity or person if such entity or person is engaged in Competitive Activities. As used herein, the term "Competitive Activities" means activities and business operations that are competitive with any business operations then conducted or definitively proposed to be conducted by the Company within the same geographic market as that in which the business of the Company is or is definitively proposed to be conducted. The parties acknowledge that, in reviewing any request for consent hereunder, the Company shall cause the Chairman to consult in good faith with Executive mindful that Executive's consulting activities with competitors may benefit the Company through strategic investment or other business opportunities and that Executive's analysis thereof will be accorded significant weight’s duties under this Agreement.