Common use of No Other Employment; Minimum Time Commitment Clause in Contracts

No Other Employment; Minimum Time Commitment. Throughout the Period of Employment (as defined in Section 2), the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Corporation, and (ii) hold no other job. The Executive agrees that any investment or direct involvement in, or any appointment to or continuing service on the board of directors or similar body of, any corporation or other entity must be first approved in writing by the Corporation. For purposes of clarity, the Corporation hereby approves the continued service of the Executive on the board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing in non-competitive publicly-traded securities to the extent permitted by Section 7(b). The Executive agrees that, as of the date of execution of this Agreement, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (b) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, if the Corporation determines that the Executive’s membership on such board or similar body interferes (interference shall include, without limitation, giving rise to conflicts or competitive activity) with the performance of the Executive’s duties hereunder.

No Other Employment; Minimum Time Commitment. Throughout During the Period of Employment (as defined in Section 2)Employment, the Executive shall both (i) devote substantially all of the Executive’s his business time, energy and skill to the performance of the Executive’s duties for the CorporationCompany, and shall hold no other employment. During the Period of Employment, the Executive may serve on no more than three (3) for-profit boards of directors (or similar body) of other business entities at any given time, unless otherwise permitted by the Board. The Executive’s service on any additional for-profit boards of directors (or similar body) of other business entities is subject to the prior written approval of the Board, which approval shall not unreasonably be withheld or delayed. Nothing herein shall preclude the Executive from (i) engaging in a reasonable level of charitable activities and community affairs, including serving on non-profit boards of directors or the equivalent, and (ii) hold no other jobmanaging his personal and family investments and affairs, provided that such activities do not materially interfere with the effective discharge of his duties and responsibilities to the Company. The Company shall have the right (upon written notice and subject to the Executive agrees that any investment or direct involvement in, or any appointment to or continuing service on the board of directors or similar body of, any corporation or other entity must be first approved in writing by the Corporation. For purposes of clarity, the Corporation hereby approves the continued service fulfilling his fiduciary obligations as a member of the Executive on the applicable board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing in non-competitive publicly-traded securities or body) to the extent permitted by Section 7(b). The Executive agrees that, as of the date of execution of this Agreement, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (b) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, if the Corporation determines that the Executive’s membership on such board or similar body interferes (interference shall includeincluding, without limitation, giving rise any association, corporate, civic or charitable board or similar body) on which the Executive may then serve (or reduce his involvement) if the Board reasonably determines in good faith that any business related to conflicts such service is then in competition with any business of the Company or competitive activityany Subsidiaries (as such term is defined in Exhibit A). In the event any such resignation (or reduction in involvement) with the performance is required of the Executive’s duties hereunder, the Executive shall so resign (or reduce his involvement) as soon as he can practicably do so without violating any fiduciary duty he may have to such other organization.

No Other Employment; Minimum Time Commitment. Throughout During the Period of Employment (as defined in Section 2)Employment, the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Corporation, and hold no other employment. Nothing herein shall preclude the Executive from (i) continuing to serve on the boards of directors of the corporations or entities listed on Exhibit A attached hereto, (ii) hold no serving on such other jobboards of directors of other business entities as the Board approves in writing, (iii) engaging in a reasonable level of charitable activities and community affairs, including serving on boards of directors or the equivalent, and (iv) managing his personal and family investments and affairs, provided that such activities do not materially interfere with the effective discharge of his duties and responsibilities to the Corporation. The Executive Corporation hereby agrees that any investment or direct involvement in, or any appointment to or continuing the Executive’s service on the board boards of directors or similar body of, of the entities listed on Exhibit A and any corporation or other entity must be first entities approved in writing by the CorporationBoard shall not be deemed a violation of the non-competition and non-solicitation provisions of this Agreement. For purposes of clarityHowever, the Corporation hereby approves shall have the continued service of the Executive on the board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing in non-competitive publicly-traded securities right (upon written notice) to the extent permitted by Section 7(b). The Executive agrees that, as of the date of execution of this Agreement, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (b) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, serve (or reduce his involvement) if the Corporation Board reasonably determines in good faith that the Executive’s membership on such board or similar body service materially interferes (interference shall include, without limitation, giving rise to conflicts or competitive activity) with the performance effective discharge of the Executive’s duties hereunderand responsibilities to the Corporation or that any business related to such service is then in material competition with any business of any entity within the Corporation or any of its affiliates. In the event any such resignation (or reduction in involvement) is required of the Executive, the Executive shall so resign (or reduce his involvement) as soon as he can practicably do so without violating any fiduciary duty he may have to such other organization.

No Other Employment; Minimum Time Commitment. Throughout the Period of Employment (as defined in Section 2), the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Corporation, and (ii) hold no other job. The Executive agrees that any investment or direct involvement in, or any appointment to or continuing service on the board of directors or similar body of, any corporation or other entity must be first approved in writing by the Corporation. For purposes of clarity, the Corporation hereby approves the continued service of the Executive on the board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing engaging in non-competitive publicly-traded securities charitable activities and community affairs, and managing Executive's personal investments and affairs; provided, however, that the activities shall be limited by Executive so as not to materially interfere, individually or in the extent permitted by aggregate, with the performance of Executive's duties and responsibilities hereunder and any investment in a competing business must comply with Section 7(b). The Executive agrees that, as of the date of execution of this AgreementEffective Date, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (bii) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, if the Corporation determines that the Executive’s membership on such board or similar body interferes (interference shall include, without limitation, giving rise to conflicts or competitive activity) with the performance of the Executive’s duties hereunder.

No Other Employment; Minimum Time Commitment. Throughout the Period of Employment (as defined in Section 2), the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Corporation, and (ii) hold no other job. The Executive agrees that any investment or direct involvement in, or any appointment to or continuing service on the board of directors or similar body of, any corporation or other entity must be first approved in writing by the Corporation. For purposes of clarity, the Corporation hereby approves the continued service of the Executive on the board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing engaging in non-competitive publicly-traded securities charitable activities and community affairs, and managing Executive's personal investments and affairs; provided, however, that the activities shall be limited by Executive so as not to materially interfere, individually or in the extent permitted by aggregate, with the performance of Executive's duties and responsibilities hereunder and any investment in a competing business must comply with Section 7(b). The Executive agrees that, as of the date of execution of this AgreementEffective Date, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (bii) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, if the Corporation determines that the Executive’s membership on such board or similar body interferes (interference shall include, without limitation, giving rise to conflicts or competitive activity) with the performance of the Executive’s duties hereunder.

No Other Employment; Minimum Time Commitment. Throughout During the Period of Employment (as defined in Section 2)Employment, the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Corporation, and hold no other employment. Nothing herein shall preclude the Executive from (i) serving on boards of directors of other business entities provided that the Board approves such other service in writing, (ii) hold no other job. The Executive agrees that any investment or direct involvement inengaging in a reasonable level of charitable activities and community affairs, or any appointment to or continuing service including serving on the board boards of directors or similar body ofthe equivalent, any corporation and (iii) managing his personal and family investments and affairs, provided that such activities do not violate applicable law or other entity must be first approved in writing by materially interfere or conflict with the effective discharge of his duties and responsibilities to the Corporation or the policies of the Corporation, as they may be in effect from time to time. For purposes The Board has approved the Executive’s service as a member of clarity, the Corporation hereby approves the continued service of the Executive on the board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent Zarlink Semiconductor, Inc. Notwithstanding the Executive from investing in non-competitive publicly-traded securities foregoing, however, the Corporation has the right (upon written notice) to the extent permitted by Section 7(b). The Executive agrees that, as of the date of execution of this Agreement, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (b) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board (including, without limitation, the board of directors of Zarlink Semiconductor, Inc.) or similar body of any entity, on which he may now or in the future serve, serve (or reduce his involvement) if the Corporation Board reasonably determines in good faith that the Executive’s membership on such board service violates applicable law or similar body materially interferes (interference shall include, without limitation, giving rise to or conflicts or competitive activity) with the performance effective discharge of the Executive’s duties hereunderand responsibilities to the Corporation or that any business related to such service is then in material competition with any business of the Corporation or any of its affiliates.

No Other Employment; Minimum Time Commitment. Throughout During the Period of Employment (as defined in Section 2)Employment, the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Corporation, and hold no other employment. Nothing herein shall preclude the Executive from (i) serving on boards of directors of other business entities as the Board approves in writing, (ii) hold no other jobengaging in a reasonable level of charitable activities and community affairs, including serving on boards of directors or the equivalent, and (iii) managing his personal and family investments and affairs, provided that such activities do not materially interfere with the effective discharge of his duties and responsibilities to the Corporation. The Executive Corporation hereby agrees that any investment or direct involvement in, or any appointment to or continuing the Executive’s service on the board boards of directors or similar body of, of any corporation or other entity must be first approved in writing by the CorporationBoard shall not be deemed a violation of the non-competition and non-solicitation provisions of this Agreement. For purposes of clarityHowever, the Corporation hereby approves shall have the continued service of the Executive on the board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing in non-competitive publicly-traded securities right (upon written notice) to the extent permitted by Section 7(b). The Executive agrees that, as of the date of execution of this Agreement, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (b) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, serve (or reduce his involvement) if the Corporation Board reasonably determines in good faith that the Executive’s membership on such board or similar body service materially interferes (interference shall include, without limitation, giving rise to conflicts or competitive activity) with the performance effective discharge of the Executive’s duties hereunderand responsibilities to the Corporation or that any business related to such service is then in material competition with any business of any entity within the Corporation or any of its affiliates. In the event any such resignation (or reduction in involvement) is required of the Executive, the Executive shall so resign (or reduce his involvement) as soon as he can practicably do so without violating any fiduciary duty he may have to such other organization.

No Other Employment; Minimum Time Commitment. Throughout During the Period of Employment (as defined in Section 2)Employment, the Executive shall both (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the CorporationCompany such portion of his business time, energy and skill as described below, and shall hold no other employment. The parties anticipate that the Executive will devote to the performance of his duties for the Company (a) an average of approximately 80 hours per month and 960 hours per year during the First Period and (b) reduced hours during the Second Period as mutually agreed to by the Executive and the CEO, based on the duties to be performed by the Executive during such period. If, during the First Period, the Company requests that the Executive devote additional time to the performance of his duties to the Company, the parties agree to discuss in good faith additional compensation for the Executive. During the Period of Employment, the Executive may continue to serve on no more than three (3) for-profit boards of directors (or similar body) of other business entities on which he serves as of the Effective Date, unless otherwise permitted by the Board. The Executive’s service on any additional for-profit boards of directors (or similar body) of other business entities is subject to the prior written approval of the Board, which approval shall not unreasonably be withheld or delayed. Nothing herein shall preclude the Executive from (i) engaging in a reasonable level of charitable activities and community affairs, including serving on non-profit boards of directors or the equivalent, and (ii) hold no other jobmanaging his personal and family investments and affairs, provided that such activities do not materially interfere with the effective discharge of his duties and responsibilities to the Company. The Company shall have the right (upon written notice and subject to the Executive agrees that any investment or direct involvement in, or any appointment to or continuing service on the board of directors or similar body of, any corporation or other entity must be first approved in writing by the Corporation. For purposes of clarity, the Corporation hereby approves the continued service fulfilling his fiduciary obligations as a member of the Executive on the applicable board of directors of Oculus. The foregoing provisions of this Section 1.3 shall not prevent the Executive from investing in non-competitive publicly-traded securities or body) to the extent permitted by Section 7(b). The Executive agrees that, as of the date of execution of this Agreement, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (b) any board of directors or similar body of any corporation or other entity on which the Executive is a member. The Corporation may require the Executive to resign from membership on any board or similar body of any entity, on which he may now or in the future serve, if the Corporation determines that the Executive’s membership on such board or similar body interferes (interference shall includeincluding, without limitation, giving rise any association, corporate, civic or charitable board or similar body) on which the Executive may then serve (or reduce his involvement) if the Board reasonably determines in good faith that any business related to conflicts such service is then in competition with any business of the Company or competitive activityany Subsidiaries (as such term is defined in Exhibit A). In the event any such resignation (or reduction in involvement) with the performance is required of the Executive’s duties hereunder, the Executive shall so resign (or reduce his involvement) as soon as he can practicably do so without violating any fiduciary duty he may have to such other organization.