Common use of Office and Duties Clause in Contracts

Office and Duties. The Executive shall perform such executive services in the operation of the business of Transmedia and its subsidiaries as Transmedia's Board of Directors may from time to time reasonably assign to the Executive. The Executive shall hold the positions of President and Chief Executive Officer of Transmedia, and shall report directly to Transmedia's Board of Directors. In addition, in connection with any meeting or action of stockholders for the election of Transmedia's Board of Directors, Transmedia shall nominate the Executive for election to Transmedia's Board of Directors and shall use its best efforts to cause the Executive to be elected thereto. During the term of this Agreement, the Executive shall: (a) work for Transmedia and its subsidiaries on a full-time, exclusive basis; (b) use his best efforts to apply on a full-time basis all of his skill and experience to the performance of his duties in such employment; and (c) not engage in any other business activities, other than personal investments in corporations and other entities which do not compete directly or indirectly with Transmedia and its subsidiaries. Notwithstanding the provisions of the preceding sentence, the Executive shall be entitled, on an occasional basis, to serve as a consultant to, or on the board of directors of, other corporations during the term of this Agreement and to receive and retain all compensation paid to him in such capacities, so long as such other corporations do not compete directly or indirectly with Transmedia and its subsidiaries. The Executive shall be entitled to a private office commensurate with his position with Transmedia and to a secretary assigned exclusively to the Executive. The provisions of this Section 3 are subject to modification as set forth in Section 10.

Office and Duties. The Executive (a) Employee shall perform be promoted to Chief Operating Officer of Company. In such executive capacity, Employee shall render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the operation supervision of and in accordance with the policies set by the Board. As Chief Operating Officer, Employee shall be responsible for managing the day-to-day operations of the business and shall have the responsibility and authority, subject to policies set by and with the approval of Transmedia the Board, to employ and its subsidiaries terminate employees, sign agreements and otherwise to implement the policies and directives of the Board, all subject to the provisions of any operating budget or budgets as Transmedia's Board of Directors may be approved from time to time reasonably assign by the Board and subject to the ExecutiveBy-Laws of the Company. The Executive Employee shall hold perform any other duties reasonably required by the positions of President Board and reasonably related to his responsibilities as Chief Executive Officer of Transmedia, and shall report directly to Transmedia's Board of Directors. In addition, in connection with any meeting or action of stockholders for the election of Transmedia's Board of Directors, Transmedia shall nominate the Executive for election to Transmedia's Board of Directors and shall use its best efforts to cause the Executive to be elected thereto. During the term of this Agreement, the Executive shall: (a) work for Transmedia and its subsidiaries on a full-time, exclusive basis; Operating Officer. (b) use his For as long as Employee shall remain an employee of Company, Employee's entire working time, energy, skill and best efforts to apply on a full-time basis all of his skill and experience shall be devoted to the performance of his Employee's duties hereunder in such employment; a manner which will faithfully and (c) not diligently further the business and interests of Company. Employee may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with Employee's obligations to Company, but Employee shall not work for any other for-profit business activities, other than personal investments in corporations and other entities which do not compete directly or indirectly with Transmedia and its subsidiaries. Notwithstanding the provisions of the preceding sentence, the Executive shall be entitled, on an occasional basis, to serve as a consultant to, or on the board of directors of, other corporations during the term of this Agreement and to receive and retain all compensation paid to him in without so disclosing such capacities, so long as such other corporations do not compete directly or indirectly with Transmedia and its subsidiaries. The Executive shall be entitled to a private office commensurate with his position with Transmedia and to a secretary assigned exclusively activity to the Executive. The provisions of this Section 3 are subject Board, in which event the Board may not unreasonably withhold its consent to modification as set forth in Section 10such activity.

Office and Duties. (i) The Employee will be employed as the Chief Operating Officer an Executive shall perform such executive services in the operation of the business Company and will perform the duties of Transmedia such a -2- position as assigned by and its subsidiaries under the direction of such offers of the Company as Transmedia's Board of Directors it may designate from time to time reasonably assign to time. (ii) So long as the Executive. The Executive Employee shall hold remain an employee of the positions of President Company, the Employee's entire working time, energy, skill and Chief Executive Officer of Transmedia, and shall report directly to Transmedia's Board of Directors. In addition, in connection with any meeting or action of stockholders for the election of Transmedia's Board of Directors, Transmedia shall nominate the Executive for election to Transmedia's Board of Directors and shall use its best efforts to cause the Executive to shall be elected thereto. During the term of this Agreement, the Executive shall: (a) work for Transmedia and its subsidiaries on a full-time, exclusive basis; (b) use his best efforts to apply on a full-time basis all of his skill and experience devoted to the performance of his duties hereunder in such employment; a manner which will faithfully and (c) not diligently further the business and interests of the Company. The Employee may engage in charitable, civic, fraternal and trade/ professional association activities that do not interfere with the Employee's obligations to the Company, but the Employee shall not work for any other for-profit business, unless given express written authorization from the Company to do so. While employed by Company, Employee agrees to devote Employee's full working time to the affairs of Company Employee shall not work as an employee, independent consultant or agent for another entity, whether or not during the business activitieshours of Company, other than personal investments in corporations and other entities which do not compete directly or indirectly with Transmedia and its subsidiaries. Notwithstanding without the provisions expressed written permission of the preceding sentenceCompany. (iii) The Employee is not permitted or authorized to make or incur any liabilities on behalf of the Company or to otherwise obligate the Company in any manner whatsoever, unless expressly authorized by the Executive shall be entitled, on an occasional basis, to serve as a consultant to, or on the board of directors of, other corporations during the term of this Agreement and to receive and retain all compensation paid to him Company in such capacities, so long as such other corporations do not compete directly or indirectly accordance with Transmedia and its subsidiaries. The Executive shall be entitled to a private office commensurate with his position with Transmedia and to a secretary assigned exclusively to the Executive. The provisions of this Section 3 are subject to modification as set forth in Section 10specific guidelines.

Office and Duties. The (a) As Executive Vice President, Employee shall perform render such executive services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the operation supervision of and in accordance with the policies set by the Board. As Executive Vice President, Employee shall be responsible for managing the day-to-day operations of the business and shall have the responsibility and authority, subject to policies set by and with the approval of Transmedia the Board, to employ and its subsidiaries terminate employees, sign agreements and otherwise to implement the policies and directives of the Board, all subject to the provisions of any operating budget or budgets as Transmedia's Board of Directors may be approved from time to time reasonably assign by the Board and subject to the ExecutiveBy-Laws of the Company. The Employee shall perform any other duties reasonably required by the Board and reasonably related to his responsibilities as Executive shall hold the positions of President and Chief Executive Officer of Transmedia, and shall report directly to Transmedia's Board of Directors. In addition, in connection with any meeting or action of stockholders for the election of Transmedia's Board of Directors, Transmedia shall nominate the Executive for election to Transmedia's Board of Directors and shall use its best efforts to cause the Executive to be elected thereto. During the term of this Agreement, the Executive shall: (a) work for Transmedia and its subsidiaries on a full-time, exclusive basis; Vice President. (b) use his For as long as Employee shall remain an employee of Company, Employee's entire working time, energy, skill and best efforts to apply on a full-time basis all of his skill and experience shall be devoted to the performance of his Employee's duties hereunder in such employment; a manner which will faithfully and (c) not diligently further the business and interests of Company. Employee may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with Employee's obligations to Company, but Employee shall not work for any other for-profit business activities, other than personal investments in corporations and other entities which do not compete directly or indirectly with Transmedia and its subsidiaries. Notwithstanding the provisions of the preceding sentence, the Executive shall be entitled, on an occasional basis, to serve as a consultant to, or on the board of directors of, other corporations during the term of this Agreement and to receive and retain all compensation paid to him in without so disclosing such capacities, so long as such other corporations do not compete directly or indirectly with Transmedia and its subsidiaries. The Executive shall be entitled to a private office commensurate with his position with Transmedia and to a secretary assigned exclusively activity to the Executive. The provisions of this Section 3 are subject Board, in which event the Board may not unreasonably withhold its consent to modification as set forth in Section 10such activity.

Office and Duties. The (a) Executive shall perform continue to serve as the Chief Executive Officer of Company. In such executive capacity, Executive shall render such services as are necessary and desirable to protect and advance the best interests of Company, acting, in all instances, under the operation supervision of and in accordance with the policies set by the Board. As Chief Executive Officer, Executive shall be responsible for managing the day-to-day operations of the business and shall have the responsibility and authority, subject to policies set by and with the approval of Transmedia the Board, to employ and its subsidiaries terminate Executives, sign agreements and otherwise to implement the policies and directives of the Board, all subject to the provisions of any operating budget or budgets as Transmedia's Board of Directors may be approved from time to time reasonably assign by the Board and subject to the ExecutiveBy-Laws of the Company. The Executive shall hold perform any other duties reasonably required by the positions of President Board and reasonably related to his responsibilities as Chief Executive Officer of Transmedia, and shall report directly to Transmedia's Board of Directors. In addition, in connection with any meeting or action of stockholders for the election of Transmedia's Board of Directors, Transmedia shall nominate the Executive for election to Transmedia's Board of Directors and shall use its best efforts to cause the Executive to be elected thereto. During the term of this Agreement, the Executive shall: (a) work for Transmedia and its subsidiaries on a full-time, exclusive basis; Officer. (b) use his For as long as Executive shall remain an Executive of Company, Executive's entire working time, energy, skill and best efforts to apply on a full-time basis all of his skill and experience shall be devoted to the performance of his Executive's duties hereunder in such employment; a manner which will faithfully and (c) not diligently further the business and interests of Company. Executive may engage in charitable, civic, fraternal, trade and professional association activities that do not interfere with Executive's obligations to Company, but Executive shall not work for any other for-profit business activities, other than personal investments in corporations and other entities which do not compete directly or indirectly with Transmedia and its subsidiaries. Notwithstanding the provisions of the preceding sentence, the Executive shall be entitled, on an occasional basis, to serve as a consultant to, or on the board of directors of, other corporations during the term of this Agreement and to receive and retain all compensation paid to him in without so disclosing such capacities, so long as such other corporations do not compete directly or indirectly with Transmedia and its subsidiaries. The Executive shall be entitled to a private office commensurate with his position with Transmedia and to a secretary assigned exclusively activity to the Executive. The provisions of this Section 3 are subject Board, in which event the Board may not unreasonably withhold its consent to modification as set forth in Section 10such activity.