Officers; Employees. (a) Unless otherwise mutually agreed by the Members, the Executive Officers of the Company with specific titles shall be designated as: the President/Chief Executive Officer (“President”) and the Executive Vice President (“Executive Vice President”). The President and Executive Vice President shall be elected by the Board of Executive Officers and serve three successive one-year terms, with the first such set of terms ending at complete adjournment of the annual meeting of Members for the Fiscal Year last to end within one (1) year after his or her assumption of the officership. Toshiba shall have the right to nominate the first President and SanDisk shall have the right to nominate the first Executive Vice President, and then the Members will then alternate such nominating rights for each three year term for such positions. The President or Executive Vice President, as applicable, nominated by a Member, shall be designated by such Member as a shokumu shikko sha of the Company on behalf of such Member for purposes of the Companies Act. Each nominee for the President and for the Executive Vice President shall be subject to the consent of the non-nominating Member, which consent shall not unreasonably be withheld. In addition to the President and Executive Vice President, the Board of Executive Officers may appoint such other officers from time to time as it deems necessary or advisable in the conduct of the business and affairs of the Company. Any individual may hold more than one office.
(b) The President shall have the authority to retain other senior management of the Company, subject to the prior approval of the Board of Executive Officers.
(c) The Company shall have agreements with and policies applicable to each of its officers, employees and consultants who are not members of the SanDisk Team, in forms acceptable to each Member, and shall also have appropriate arrangements with its members of the SanDisk Team, in each case with respect to (i) protection of confidential information, (ii) patent and copyright assignment, (iii) invention disclosure (including improvements and advances) and assignments thereof and (iv) in respect of certain employees who are not members of the SanDisk Team, non-competition.
Officers; Employees. The Company may hire one or more employees having such titles and duties as may be specified in writing from time to time by the Chief Executive Officer. The officers of the Company shall be chosen by the Board. The officers shall include a Chief Executive Officer, a Chief Financial Officer and one or more Executive Managing Directors, in each case as set forth by the Board on Schedule A hereto, which may be amended from time to time as necessary to reflect accurately the information thereon. Any amendment or revision to Schedule A made in accordance with this Agreement shall not be deemed to be an amendment to this Agreement. The officers shall have the power and authority as initially set forth in this Agreement, which power and authority may be modified from time to time by resolution of the Board. Any number of offices may be held by the same person. Each officer shall hold his office until such officer’s removal by the Board at any time in the Board’s sole discretion or such officer’s earlier death or resignation. Each officer of the Company shall be a “manager” for purposes of the Act.
(i) The Chief Executive Officer shall initially be Och. The power to make decisions with regard to the management of the Company is hereby delegated by the Board to the Chief Executive Officer. Initially, the Chief Executive Officer shall have the power and authority, on behalf of the Company, to take any action of any kind consistent with the provisions of this Agreement and do anything and everything he deems necessary or appropriate to carry on the business and purposes of the Company including, without limitation, the power and authority to sign contracts, certificates and other instruments.
(ii) The Chief Financial Officer shall initially be Xxxx Xxxxx, who shall also be an Executive Managing Director. The Chief Financial Officer shall have (a) the power and authority to take all necessary actions to carry out the ordinary course duties generally undertaken by a chief financial officer and (b) the power and authority to sign contracts, certificates and other instruments, subject in the case of each of clauses (a) and (b) to the general or specific, written or oral authorization of the Chief Executive Officer.
(iii) Xxxxx Xxxxxxxxx as Executive Managing Director shall have the power and authority to sign contracts, certificates and other instruments, subject in each case to the general or specific, written or oral authorization of the Chief Executive Officer.
(iv) ...
Officers; Employees. The Officers of the Authority shall be the President, Vice President, Treasurer and General Manager/Secretary. The President and Vice President shall be elected by the Board from among its own members, as individuals, not as the member entities they represent. The term of office for President and Vice President shall be two years and they shall assume the duties of their offices upon election. The Treasurer will be appointed by a majority of the entire Board and shall serve at the pleasure of the Board. If the President or Vice President ceases to be a member of the Board or is removed from office, the resulting vacancy shall be filled, for the unexpired term, at the next regular or special meeting of the Board held after the vacancy occurs. The General Manager shall be the Secretary and Chief Administrative Officer of the Authority. The Board shall appoint the General Manager/Secretary who shall serve at the pleasure of the Board. The responsibilities and duties of the officers of the Authority shall be as defined in the Bylaws and as assigned by the Board. The Board may appoint such other officers and employees and may contract with such persons or firms as it considers necessary to carry out the purposes of this Agreement. Any member entity which agrees to have an employee or other representative assigned duties pursuant to this Article may be reimbursed by the Authority for that individual’s time and services rendered on behalf of the Authority, at the discretion of the Board. Any such employee, while acting for or on behalf of the Authority, will be entitled to defense and indemnification by the Authority to the extent provided in California Government Code sections 825 et. seq. and 995 et. seq.
Officers; Employees. 16 5.3 Y3 Representatives; Y3 Operating Committee.................... 16 5.4 Insurance..................................................... 17 5.5 Records....................................................... 17 6. CAPITAL CONTRIBUTIONS; DISTRIBUTIONS................................... 18
Officers; Employees. Etc. Manager, members, partners, officers, employees and agents of Manager or affiliates of Manager may serve as directors, officers, employees, agents, nominees or signatories for Parent REIT, the Operating Partnership or any other Subsidiary, to the extent permitted by their Governing Instruments, as may be amended from time to time, or by any resolutions duly adopted by the Board of Directors pursuant to Parent REIT's Governing Instruments. When executing documents or otherwise acting in such capacities for Parent REIT, the Operating Partnership or such other Subsidiary, such Persons shall use their respective titles with respect to Parent REIT, the Operating Partnership or such Subsidiary.
Officers; Employees. No officer or key employee of the Company ------------------- has advised the Company (orally or in writing) that he intends to terminate employment with the Company. The Company has entered into an Employment Agreement with Xxxxxxx in the form of Exhibit G and such Employment Agreement is --------- in full force and effect. Each of the executive officers and managers of the Company (other than Xxxxxxx) has executed an employee confidentiality agreement containing provisions substantially in the form of Exhibit H (the "Confidentiality Agreements"), and such agreements are in --------- -------------------------- full force and effect. The Company has complied in all material respects with all applicable laws relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes, and with the Employee Retirement Income Security Act of 1974, as amended. There is no strike or labor dispute pending or threatened (limited to the knowledge of the Executive Officers) between the Company and its employees.
Officers; Employees. Schedule 4.21 contains a true and correct list of the officers and employees of Seller as of the date hereof, specifying their position, status, salary or wages, date of birth, date of hire, work location, length and hours of service, respectively, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement. Except as set forth on Schedule 4.21, Seller is not a party to or bound by any Employment Agreement. Seller has provided or made available to Purchaser true and correct copies of each such Employment Agreement.
Officers; Employees. The Officers of the Authority are the President, Vice President, Administrator, Secretary, Treasurer, and others as may be declared in the Bylaws or Resolution of the Board. The Officers are elected or appointed in accordance with the procedures described in the Bylaws. The Officers shall have the authorities and responsibilities as defined in the Bylaws. The Board may appoint such officers and employees and may contract with such persons or firms as it considers necessary to carry out the purposes of this Agreement. Any Member Entity which provides or performs assigned duties pursuant to this ARTICLE may be reimbursed by the Authority for services rendered on the Authority's behalf.
Officers; Employees
