OBLIGATIONS DURING EMPLOYMENT. 3.1 The Executive shall during the continuance of his employment:- 3.1.1 serve the Company to the best of his ability in the capacity of Chief Operating Officer — Tn spired Gaming (UK) Ltd 3.1.2 faithfully and diligently perform such duties and exercise such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so far as is consistent with his position; 3.1.3 if and so long as the Board so directs, perform and exercise such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED THAT (1) such duties are ancillary to his job title stated in clause 3.1.1 and (2) subject to Clause 16.3, the Executive's contract of employment shall not be transferred to any other company of the Group at any time; 3.1.4 do all reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Group; 3.1.5 at all times and in all material respects conform to and comply with the lawful and reasonable directions of the Board, the provisions of the Company's Memorandum and Articles of Association (as amended from time to time), the requirements of any relevant regulatory body governing the activities of any member of the Group and conform to and so far as he is able to comply with the conditions to and terms of any licence (the terms of which he is first made aware of by the Company) granted to any member of the Group; 3.1.6 promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may reasonably require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties; 3.1.7 unless prevented by sickness, injury or other incapacity, or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall be as specified in Clause 8 and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and 3.1.8 work at such place or places of business of the Company or any Associated Company within the United Kingdom which the Board may reasonably require for the proper performance and exercise of his duties and powers and (subject to Clause 11) the Executive shall undertake all reasonable travel on the business of the Company and any Associated Company for which he is required to perform duties. 3.2 Where either party gives notice to terminate this Agreement or otherwise purports to terminate it, the Company may at any time during the continuance of the Executive's employment require the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him. 3.3 During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.2, the Company: 3.3.1 shall not be obliged to provide the Executive with any work; 3.3.2 may require the Executive to resign as a director of the Company or any Associated Company; 3.3.3 shall continue to pay to the Executive salary and provide any other benefits to which he is contractually entitled and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive's attention is particularly drawn to Clause 15 below); and 3.3.4 may require that the Executive does not contact any colleagues or actual or potential customers, clients or suppliers of the Company with whom he has had dealings in the course of his employment without the prior consent in writing of the Board. 3.4 The Company reserves the right to suspend the Executive on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably specify.
Appears in 1 contract
OBLIGATIONS DURING EMPLOYMENT. 3.1 The Executive shall during the continuance of his employment:-
3.1.1 serve the Company to the best of his ability in the capacity of Chief Operating Officer — Tn spired Gaming (UK) LtdManaging Director - Gaming.
3.1.2 faithfully and diligently perform such duties and exercise such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so far as is consistent with his position;
3.1.3 if and so long as the Board so directs, perform and exercise such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED THAT (1) such duties are ancillary to his job title stated in clause 3.1.1 and (2) subject to Clause 16.3, the Executive's contract of employment shall not be transferred to any other company of the Group at any time;
3.1.4 do all reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Group;
3.1.5 at all times and in all material respects conform to and comply with the lawful and reasonable directions of the Board, the provisions of the Company's Memorandum and Articles of Association (as amended from time to time), the requirements of any relevant regulatory body governing the activities of any member of the Group and conform to and so far as he is able to comply with the conditions to and terms of any licence license (the terms of which he is first made aware of by the Company) granted to any member of the Group;
3.1.6 promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may reasonably require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties;
3.1.7 unless prevented by sickness, injury or other incapacity, or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall be as specified in Clause 8 and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and
3.1.8 work at such place or places of business of the Company or any Associated Company within the United Kingdom which the Board may reasonably require for the proper performance and exercise of his duties and powers and (subject to Clause 11) the Executive shall undertake all reasonable travel on the business of the Company and any Associated Company for which he is required to perform duties.
3.2 Where either party gives notice to terminate this Agreement or otherwise purports to terminate it, the Company may at any time during the continuance of the Executive's employment require the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him.
3.3 During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.2, the Company:
3.3.1 shall not be obliged to provide the Executive with any work;
3.3.2 may require the Executive to resign as a director of the Company or any Associated Company;
3.3.3 shall continue to pay to the Executive salary and provide any other benefits to which he is contractually entitled and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive's attention is particularly drawn to Clause 15 below); and
3.3.4 may require that the Executive does not contact any colleagues or actual or potential customers, clients or suppliers of the Company with whom he has had dealings in the course of his employment without the prior consent in writing of the Board.
3.4 The Company reserves the right to suspend the Executive on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably specify.
Appears in 1 contract
OBLIGATIONS DURING EMPLOYMENT. 3.1 3.1. The Executive shall during the continuance of his employment:-
3.1.1 3.1.1. serve the Company to the best of his ability in the capacity of Chief Operating Officer — Tn spired Gaming (UK) LtdGeneral Counsel;
3.1.2 3.1.2. faithfully and diligently perform such duties and exercise such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so far insofar as is consistent with his position;
3.1.3 3.1.3. if and so long as the Board so directs, perform and exercise such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED THAT (1) such duties are ancillary to his job title stated in clause Clause 3.1.1 and (2) subject to Clause 16.3, the Executive's contract of employment shall not be transferred to any other company of the Group at any time;.
3.1.4 3.1.4. do all reasonably in his power to protect, promote, develop develop, and extend the business interests and reputation of the Group;
3.1.5 3.1.5. at all times and in all material respects conform to and comply with the lawful and reasonable directions of the Board, the provisions of the Company's Memorandum and Articles of Association (as amended from time to time), the requirements of any relevant regulatory body governing the activities of any member of the Group and conform to and so far as he is able to comply with the conditions to and terms of any licence (the terms of which he is first made aware of by the Company) granted to any member of the Group;
3.1.6 3.1.6. promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may reasonably require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties;
3.1.7 3.1.7. unless prevented by sickness, injury or other incapacity, or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall be as specified in Clause 8 normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and
3.1.8 3.1.8. work at such place or places of business of the Company or any Associated Company within the United Kingdom which the Board may reasonably require for the proper performance and exercise of his duties and powers and (subject to Clause 11) the Executive shall undertake all reasonable travel on the business of the Company and any Associated Company for which he is required to perform duties.
3.2 3.2. Where either party gives notice to terminate this Agreement or otherwise purports to terminate it, the Company may at any time during the continuance of the Executive's employment require the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him.
3.3 3.3. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.2, the Company:
3.3.1 3.3.1. shall not be obliged to provide the Executive with any work;
3.3.2 3.3.2. may require the Executive to resign as a director of the Company or any Associated Company;
3.3.3 3.3.3. shall continue to pay to the Executive salary and provide any other benefits to which he is contractually entitled and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive's attention is particularly drawn to Clause 15 below); and
3.3.4 3.3.4. may require that the Executive does not contact any colleagues or actual or potential customers, clients or suppliers of the Company with whom he has had dealings in the course of his employment without the prior consent in writing of the Board.
3.4 3.4. The Company reserves the right to suspend the Executive on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably specify.
Appears in 1 contract
OBLIGATIONS DURING EMPLOYMENT. 3.1 The (a) During his employment, the Executive shall during the continuance of his employment:-shall:
3.1.1 (i) serve the Company to the best of his ability in the capacity of its Chief Operating Officer — Tn spired Gaming Strategy Officer;
(UKii) Ltd
3.1.2 faithfully and diligently perform such duties and exercise such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so far insofar as is consistent with his position;
3.1.3 (iii) if and so long as the Board so directsdirects (and the Executive agrees), perform and exercise such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED THAT Company; provided, that (1A) such duties are ancillary to his job title stated in clause 3.1.1 Section 3(a)(i), and (2B) subject to Clause 16.3, the Executive's ’s contract of employment shall not be transferred to any other company of the Group at any time;
3.1.4 (iv) do all reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Group, all at the expense of the Group (subject to compliance with Section 11);
3.1.5 (v) at all times and in all material respects (A) conform to and comply with the (1) any lawful and reasonable directions direction of the BoardBoard serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company's Memorandum and Articles ’s Certificate of Association Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of any member of the Group and (B) conform to and so far as he is able to comply with the conditions to and terms of any licence license (the terms of which he is first made aware of by the Company) granted to any member of the Group;; and
3.1.6 (vi) promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may reasonably lawfully require for any reasonable business purpose in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties;
3.1.7 unless prevented by sickness, injury or other incapacity, or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall be as specified in Clause 8 and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and
3.1.8 work at such place or places of business of the Company or any Associated Company within the United Kingdom which the Board may reasonably require for the proper performance and exercise of his duties and powers and (subject to Clause 11) the Executive shall undertake all reasonable travel on the business of the Company and any Associated Company for which he is required to perform duties.
3.2 Where either (b) After a party gives notice to the other party to terminate this Agreement or otherwise purports pursuant to terminate itSection 2(b), the Company may at any time during the continuance of the Executive's ’s employment after such notice is given may require the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him.
3.3 . During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.2Section 3, the Company:
3.3.1 (i) shall not be obliged to provide the Executive with any work;
3.3.2 (ii) may require the Executive to resign as a director of the Company or any Associated Company;; and
3.3.3 (iii) shall continue to pay to the Executive salary and maximum annual bonus and provide any other benefits to which he is contractually entitled (including, for the avoidance of doubt, the Deferral Portion) and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive's ’s attention is particularly drawn to Clause Section 15 below); and
3.3.4 may require , provided, that the Executive does shall not contact be subject to any colleagues limitations of Section 4(a)(i) or actual or potential customers, clients or suppliers of (b)(iv) hereof during the Company with whom he has had dealings in the course of his employment without the prior consent in writing of the Boardnotice period.
3.4 The Company reserves the right to suspend the Executive on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably specify.
Appears in 1 contract
Samples: Employment Agreement (Inspired Entertainment, Inc.)
OBLIGATIONS DURING EMPLOYMENT. 3.1 The (a) During his employment, the Executive shall during the continuance of his employment:-shall:
3.1.1 (i) serve the Company to the best of his ability in the capacity of Chief Operating Officer — Tn spired Gaming its Executive Chairman, the highest ranking executive of the Company;
(UKii) Ltd
3.1.2 faithfully and diligently perform such duties and exercise such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so far insofar as is consistent with his position;
3.1.3 (iii) if and so long as the Board so directsdirects (and the Executive agrees), perform and exercise such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED THAT Company; provided, that (1A) such duties are ancillary to his job title stated in clause 3.1.1 Section 3(a)(i), and (2B) subject to Clause 16.3, the Executive's ’s contract of employment shall not be transferred to any other company of the Group at any time;
3.1.4 (iv) do all reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Group, all at the expense of the Group (subject to compliance with Section 11);
3.1.5 (v) at all times and in all material respects (A) conform to and comply with the (1) any lawful and reasonable directions direction of the BoardBoard serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company's Memorandum and Articles ’s Certificate of Association Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of any member of the Group Group, and (B) conform to and so far as he is able to comply with the conditions to and terms of any licence license (the terms of which he is first made aware of by the Company) granted to any member of the Group;; and
3.1.6 (vi) promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may reasonably lawfully require for any reasonable business purpose in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties;
3.1.7 unless prevented by sickness, injury or other incapacity, or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall be as specified in Clause 8 and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and
3.1.8 work at such place or places of business of the Company or any Associated Company within the United Kingdom which the Board may reasonably require for the proper performance and exercise of his duties and powers and (subject to Clause 11) the Executive shall undertake all reasonable travel on the business of the Company and any Associated Company for which he is required to perform duties.
3.2 Where either (b) After a party gives notice to the other party to terminate this Agreement or otherwise purports pursuant to terminate itSection 2(b), the Company may at any time during the continuance of the Executive's ’s employment after such notice is given may require the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him.
3.3 . During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.2Section 3, the Company:
3.3.1 (i) shall not be obliged to provide the Executive with any work;
3.3.2 (ii) may require the Executive to resign as a director of the Company or any Associated Company;; and
3.3.3 (iii) shall continue to pay to the Executive salary and maximum annual bonus and provide any other benefits to which he is contractually entitled and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive's ’s attention is particularly drawn to Clause Section 15 below); and
3.3.4 may require , provided, that the Executive does shall not contact any colleagues be subject to the limitations of Section 4(a)(i) or actual or potential customers, clients or suppliers of (b)(iv) hereof during the Company with whom he has had dealings in the course of his employment without the prior consent in writing of the Boardnotice period.
3.4 The Company reserves the right to suspend the Executive on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably specify.
Appears in 1 contract
Samples: Employment Agreement (Inspired Entertainment, Inc.)
OBLIGATIONS DURING EMPLOYMENT. 3.1 The Executive shall during the continuance of his employment:-
3.1.1 serve the Company to the best of his ability in the capacity of Chief Operating Executive Officer — Tn spired of the Inspired Gaming (UK) LtdGroup as well as being the Chairman of the Company;
3.1.2 faithfully and diligently perform such duties and exercise such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so far as is consistent with his position;
3.1.3 if and so long as the Board so directs, perform and exercise such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED THAT (1) such duties are ancillary to his job title stated in clause 3.1.1 and (2) subject to Clause 16.317.3, the Executive's contract of employment shall not be transferred to any other company of the Group at any time;
3.1.4 do all reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Group;
3.1.5 at all times and in all material respects conform to and comply with the lawful and reasonable directions of the Board, the provisions of the Company's Memorandum and Articles of Association (as amended from time to time), the requirements of any relevant regulatory body governing the activities of any member of the Group and conform to and so far as he is able to comply with the conditions to and terms of any licence license (the terms of which he is first made aware of by the Company) granted to any member of the Group;
3.1.6 promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may reasonably require in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties;
3.1.7 unless prevented by sickness, injury or other incapacity, or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall be as specified in Clause 8 normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and
3.1.8 work at such place or places of business of the Company or any Associated Company within of the United Kingdom Group which the Board may reasonably require for the proper performance and exercise of his duties and powers and (subject to Clause 1112) the Executive shall undertake all reasonable travel on the business of the Company and any Associated Company for which he is required to perform duties.
3.2 It is acknowledged that at the commencement of the employment under this Agreement the Executive is to be resident in Gibraltar and that it is expected that he will perform his duties while being based there. His duties are however expected to involve extensive travel worldwide including to Asia, the Americas, Southern and Eastern Europe and to the UK as required in his role as CEO of the Inspired Gaming Group.
3.3 The Executive's role, in addition to the general duties set out in Clause 3.1 above, shall include the following remit:
3.3.1 building the Group’s Mobile Gaming and Social Gaming division headquartered in Gibraltar, working with Gibraltar based customers and operators;
3.3.2 development of new markets for the Group's business and products in Asia, the European Union, eastern European and USA and Latin America; and
3.3.3 sourcing and developing of new international and interactive partnerships for the Group and the sourcing and execution of M&A activity.
3.3.5 the development and maintenance of key partner relationships and key customer interactions in non-UK markets, including in China, Philippines, other Asian countries, South America, Greece and the Ukraine.
3.4 Where either party gives notice to terminate this Agreement or otherwise purports to terminate it, the Company may at any time during the continuance of the Executive's employment require the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him.
3.3 3.5 During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.23.3, the Company:
3.3.1 3.5.1 shall not be obliged to provide the Executive with any work;
3.3.2 3.5.2 may require the Executive to resign as a director of the Company or any Associated Company;
3.3.3 3.5.3 shall continue to pay to the Executive salary and provide any other benefits to which he is contractually entitled and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive's attention is particularly drawn to Clause 15 16 below); and
3.3.4 3.5.4 may require that the Executive does not contact any colleagues or actual or potential customers, clients or suppliers of the Company with whom he has had dealings in the course of his employment without the prior consent in writing of the Board.
3.4 3.6 The Company reserves the right to suspend the Executive on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably specify.
Appears in 1 contract
