Common use of Officers; Employees Clause in Contracts

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) Each other Executive Managing Director shall have such power and authority as specifically designated by the Chief Executive Officer from time to time.

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 Board and 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 Subject to the management control of the Company is hereby delegated by the Board to the Chief Executive Officer. InitiallyBoard, the Chief Executive Officer shall have general executive charge, management and control of the power properties, business and authorityoperations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may employ and discharge employees and agents of the Company except such as shall be appointed by the Board, on behalf and he or she may delegate these powers; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company, to take any action of any kind consistent and shall have such other powers and duties as designated in accordance with the provisions of this Agreement and do anything and everything he deems necessary as from time to time may be assigned to him or appropriate to carry on her by the business and purposes of the Company including, without limitation, the power and authority to sign contracts, certificates and other instrumentsBoard. (ii) The Chief Financial Officer shall initially be Xxxx XxxxxOfficer, 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) Each other Executive Managing Director shall have such power and authority as specifically designated by the Chief Executive Officer from time to time.

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 (a) Unless otherwise mutually agreed by the Chief Executive Officer. The officers Unitholders, the Directors of the Company with specific titles shall be chosen by designated as: the Board. The officers shall include a Representative Director/President/Chief Executive Officer, a Chief Financial Officer and one or more the Representative Director/Executive Managing DirectorsVice President, in each case as set forth of whom shall be elected by the Board on Schedule A heretoof Directors from among the Directors designated alternately by Toshiba and SanDisk to serve successive three-year terms, subject to the consent of the non-appointing Unitholder, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, the first term of the Representative Director/President/Chief Executive Officer held by Toshiba shall expire on June 30, 2003. In addition, the Board of Directors may be amended appoint such other officers from time to time as it deems necessary to reflect accurately or advisable in the information thereonconduct of the business and affairs of the Company. Any amendment or revision to Schedule A made in accordance with this Agreement individual may hold more than one office. Toshiba shall not be deemed to be an amendment to this Agreement. The officers appoint the Company's first Representative Director/President/Chief Executive Officer and SanDisk shall have appoint 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 ActCompany's first Representative Director/Executive Vice President. (ib) 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 President/Chief Executive Officer shall have the power and authority, on behalf authority to retain other senior management of the Company, subject to take any action the approval of any kind consistent with the provisions Board of this Agreement Directors. (c) Subject to the terms and do anything conditions of Section 6.06 of the New Master Agreement, each Unitholder may assign to the Company, as Seconded Employees, employees whom such Unitholder believes are capable of performing the assignment and everything he deems necessary or appropriate likely to carry on contribute to the business and purposes success of the Company includingand to have a positive impact on the Company's business environment. Any liabilities in respect of the employment of Seconded Employees assigned to work for the Company shall be retained by the relevant Unitholder (or its Subsidiary) that assigned such Seconded Employee to the Company; provided, however, financial responsibility for the salary, employment-related Taxes, benefits and temporary expenses relating to Seconded Employees shall be allocated as provided in Section 6.06 (Personnel) of the New Master Agreement. Seconded Employees other than the Company's executive officers referred to in Section 5.02(a) (Officers; Employees) may be removed for cause by the Company's management and may be removed with or without limitationcause by the Board of Directors. The Board of Directors shall have the right to terminate the services of the Company's executive officers referred to in Section 5.02(a) (Officers; Employees) with or without cause, in any manner permissible under Section 5.01 (Meetings of the power and authority to sign contracts, certificates and other instrumentsBoard of Directors). (d) The Company will have agreements with and policies applicable to each of its officers, employees and consultants who are not Seconded Employees, in forms acceptable to each Unitholder, and shall also have appropriate arrangements with its Seconded Employees, in each case with respect to (i) protection of confidential information, (ii) The Chief Financial Officer shall initially be Xxxx Xxxxxpatent and copyright assignment, 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 invention disclosure (including improvements and authority to sign contracts, certificates advances) and other instruments, subject in each case to the general or specific, written or oral authorization of the Chief Executive Officer. assignments thereof and (iv) Each other Executive Managing Director shall have such power and authority as specifically designated in respect of certain employees who are not Seconded Employees, by agreement of the Chief Executive Officer from time to timeBoard of Directors, non-competition.