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

No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall devote substantially all of his business time, energy and skill to the performance of the Executive’s duties for the Company, 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) 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 Company. The Company shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or body) to require the Executive to resign from any board or similar body (including, without limitation, 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 such service is then in competition with any business of the Company or any Subsidiaries (as such term is defined in Exhibit A). 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. During Throughout the Period of EmploymentEmployment (as defined in Section 2), the Executive shall both (i) devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, 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 equivalentCorporation, and (ii) managing his personal 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 family 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 affairsinvolvement, provided that such activities do not materially interfere with and (b) any board of directors or similar body of any corporation or other entity on which the effective discharge of his duties and responsibilities to the CompanyExecutive is a member. The Company shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or body) to 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 (includinginterference shall include, without limitation, any association, corporate, civic giving rise to conflicts or charitable board or similar bodycompetitive activity) on which with the Executive may then serve (or reduce his involvement) if the Board reasonably determines in good faith that any business related to such service is then in competition with any business of the Company or any Subsidiaries (as such term is defined in Exhibit A). In the event any such resignation (or reduction in involvement) is required performance 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’s duties hereunder.

No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the CompanyCorporation, 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) serving on boards of directors of other business entities as the Board approves in writing, (ii) engaging in a reasonable level of charitable activities and community affairs, including serving on non-profit boards of directors or the equivalent, and (iiiii) 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 CompanyCorporation. The Company Corporation hereby agrees that the Executive’s service on the boards of directors of any entity approved by the Board shall not be deemed a violation of the non-competition and non-solicitation provisions of this Agreement. However, the Corporation shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or bodynotice) to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) on which he may now or in the Executive may then future serve (or reduce his involvement) if the Board reasonably determines in good faith that such service materially interferes with the effective discharge of the Executive’s duties and 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 Company Corporation or any Subsidiaries (as such term is defined in Exhibit A)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. During the Period of Employment, the Executive shall devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the CompanyCorporation, 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) continuing to serve on the boards of directors of the corporations or entities listed on Exhibit A attached hereto, (ii) serving on such other boards 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 non-profit boards of directors or the equivalent, and (iiiv) 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 CompanyCorporation. The Company Corporation hereby agrees that the Executive’s service on the boards of directors of the entities listed on Exhibit A and any other entities approved by the Board shall not be deemed a violation of the non-competition and non-solicitation provisions of this Agreement. However, the Corporation shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or bodynotice) to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) on which he may now or in the Executive may then future serve (or reduce his involvement) if the Board reasonably determines in good faith that such service materially interferes with the effective discharge of the Executive’s duties and 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 Company Corporation or any Subsidiaries (as such term is defined in Exhibit A)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. During the Period of Employment, the Executive shall devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the CompanyCorporation, 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) serving on boards of directors of other business entities provided that the Board approves such other service in writing, (ii) engaging in a reasonable level of charitable activities and community affairs, including serving on non-profit boards of directors or the equivalent, and (iiiii) managing his personal and family investments and affairs, provided that such activities do not violate applicable law or materially interfere or conflict with the effective discharge of his duties and responsibilities to the CompanyCorporation or the policies of the Corporation, as they may be in effect from time to time. The Company shall have Board has approved the Executive’s service as a member of the board of directors of Zarlink Semiconductor, Inc. Notwithstanding the foregoing, however, the Corporation has the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or bodynotice) to require the Executive to resign from any board or similar body (including, without limitation, any associationthe board of directors of Zarlink Semiconductor, corporate, civic or charitable board Inc.) or similar body) body on which he may now or in the Executive may then future serve (or reduce his involvement) if the Board reasonably determines in good faith that such service violates applicable law or materially interferes or conflicts with the effective discharge of the Executive’s duties and responsibilities to the Corporation or that any business related to such service is then in material competition with any business of the Company Corporation or any Subsidiaries (as such term is defined in Exhibit A). 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 organizationits affiliates.

No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall devote substantially all of his business time, energy and skill to the performance of the Executive’s duties for the CompanyCompany 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 at any given timeon 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) 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 Company. The Company shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or body) to require the Executive to resign from any board or similar body (including, without limitation, 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 such service is then in competition with any business of the Company or any Subsidiaries (as such term is defined in Exhibit A). 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. During the Period of Employment, the Executive shall (A) devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, (B) perform such duties in a faithful, effective and shall efficient manner to the best of his abilities, and (C) hold no other employment. During Notwithstanding the Period of Employmentforegoing, nothing herein shall preclude the Executive may serve on no more than three from (3i) forserving, with the prior written consent of the Board of Directors of the Company (the “Board”), as a member of the board of directors or advisory boards (or their equivalents in the case of a non-profit corporate entity) of non-competing businesses, (ii) engaging in a reasonable level of charitable activities and community affairs, including serving as a member of the board of directors or advisory boards of directors charitable organizations, and (or similar bodyiii) of other business entities at any given timesubject to the terms and conditions set forth in Section 6 hereof, unless otherwise permitted managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by the BoardExecutive so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder. The Executive’s service on any additional for-profit the 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) 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 Company. The Company shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or body) to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) on which the Executive he may then serve (or reduce his involvement) if the Board reasonably determines in good faith that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any Subsidiaries of its Affiliates (as such term is defined in Exhibit ASection 5.5). In the event any such resignation (, successors 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 organizationassigns.

No Other Employment; Minimum Time Commitment. During Throughout the Period of EmploymentEmployment (as defined in Section 2), the Executive shall both (i) devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the CompanyCorporation, and shall (ii) hold no other employmentjob. During The Executive agrees that any involvement in, or any appointment to or continuing service on the Period of Employment, the Executive may serve on no more than three (3) for-profit boards board of directors (or similar body) of body of, any corporation or other business entities at any given time, unless otherwise permitted entity must be first approved in writing by the BoardCorporation. The Executive’s service on any additional for-profit boards foregoing provisions of directors (or similar body) of other business entities is subject to the prior written approval of the Board, which approval this Section 1.3 shall not unreasonably be withheld or delayed. Nothing herein shall preclude prevent the Executive from (i) engaging in a reasonable level of charitable activities and community affairs, including serving on non-profit boards 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 aggregate, with the performance of directors 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 Effective Date, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any direct involvement of the Executive in any other corporation or business that reasonably could be construed as falling outside the equivalentscope of the foregoing permitted investments and involvement, and (ii) managing his personal and family investments and affairs, provided that such activities do not materially interfere with any board of directors or similar body of any corporation or other entity on which the effective discharge of his duties and responsibilities to the CompanyExecutive is a member. The Company shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or body) to 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 (includinginterference shall include, without limitation, any association, corporate, civic giving rise to conflicts or charitable board or similar bodycompetitive activity) on which with the Executive may then serve (or reduce his involvement) if the Board reasonably determines in good faith that any business related to such service is then in competition with any business of the Company or any Subsidiaries (as such term is defined in Exhibit A). In the event any such resignation (or reduction in involvement) is required performance 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’s duties hereunder.

No Other Employment; Minimum Time Commitment. During Throughout the Period of EmploymentEmployment (as defined in Section 2), the Executive shall both (i) devote substantially all of his the Executive’s business time, energy and skill to the performance of the Executive’s duties for the CompanyCorporation, and shall (ii) hold no other employmentjob. During The Executive agrees that any involvement in, or any appointment to or continuing service on the Period of Employment, the Executive may serve on no more than three (3) for-profit boards board of directors (or similar body) of body of, any corporation or other business entities at any given time, unless otherwise permitted entity must be first approved in writing by the BoardCorporation. The Executive’s service on any additional for-profit boards foregoing provisions of directors (or similar body) of other business entities is subject to the prior written approval of the Board, which approval this Section 1.3 shall not unreasonably be withheld or delayed. Nothing herein shall preclude prevent the Executive from (i) engaging in a reasonable level of charitable activities and community affairs, including serving on non-profit boards 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 aggregate, with the performance of directors 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 Effective Date, Exhibit A to this Agreement sets forth a complete and accurate description of (i) any investment or involvement of the equivalentExecutive in any other corporation or business that reasonably could be construed as falling outside the scope of the foregoing permitted investments and involvement, and (ii) managing his personal and family investments and affairs, provided that such activities do not materially interfere with any board of directors or similar body of any corporation or other entity on which the effective discharge of his duties and responsibilities to the CompanyExecutive is a member. The Company shall have the right (upon written notice and subject to the Executive fulfilling his fiduciary obligations as a member of the applicable board or body) to 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 (includinginterference shall include, without limitation, any association, corporate, civic giving rise to conflicts or charitable board or similar bodycompetitive activity) on which with the Executive may then serve (or reduce his involvement) if the Board reasonably determines in good faith that any business related to such service is then in competition with any business of the Company or any Subsidiaries (as such term is defined in Exhibit A). In the event any such resignation (or reduction in involvement) is required performance 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’s duties hereunder.