Position and Duties of the Executive. (a) The Executive shall serve in the position set forth on EXHIBIT A and shall report directly to the position set forth on EXHIBIT A attached hereto (the "Reporting Person"). The Executive shall have such duties, responsibilities and authority commensurate with the Executive's position and such related duties and responsibilities, as from time to time may be assigned to the Executive by the Reporting Person. In addition, the Executive will be subject to, and will act in substantial accordance with, all reasonable lawful instructions and directions of the Board and all applicable reasonable policies and rules thereof as are consistent with the above position, duties, responsibilities and authority. (b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during vacations (as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his best efforts, full attention and energies to the business of the Company, the performance of the Executive's duties hereunder and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board or any committee thereof, the Reporting Person or any committee or person delegated by the Reporting Person, in each case, within the framework of the Company's policies and objectives. (c) During the Employment Term and provided that such activities do not either (i) contravene the provisions of Section 3(a), 3(b), 12 or 13 hereof or (ii) materially interfere with the performance of the Executive's duties hereunder, the Executive may continue to serve as a member of the governing board of the governmental, educational, charitable or other community affairs organizations set forth on EXHIBIT A attached hereto. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.
Appears in 7 contracts
Samples: Employment Agreement (Uici), Employment Agreement (Uici), Employment Agreement (Uici)
Position and Duties of the Executive. (a) The Executive shall serve in the position set forth on EXHIBIT Exhibit A and shall report directly to the position set forth on EXHIBIT Exhibit A attached hereto (the "“Reporting Person"”). The Executive shall have such duties, responsibilities and authority commensurate with the Executive's ’s position and such related duties and responsibilities, as from time to time may be assigned to the Executive by the Reporting Person. In addition, the Executive will be subject to, and will act in substantial accordance with, all reasonable lawful instructions and directions of the Board and all applicable reasonable policies and rules thereof as are consistent with the above position, duties, responsibilities and authority.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during vacations (as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his best efforts, full attention and energies to the business of the Company, the performance of the Executive's ’s duties hereunder and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board or any committee thereof, the Reporting Person or any committee or person delegated by the Reporting Person, in each case, within the framework of the Company's ’s policies and objectives.
(c) During the Employment Term and provided that such activities do not either (i) contravene the provisions of Section 3(a), 3(b), 12 or 13 hereof or (ii) materially interfere with the performance of the Executive's ’s duties hereunder, the Executive may continue to serve as a member of the governing board of the governmental, educational, charitable or other community affairs organizations set forth on EXHIBIT Exhibit A attached hereto. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.
Appears in 4 contracts
Samples: Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.)
Position and Duties of the Executive. (a) The During the Employment Term, the Executive shall serve in as the position set forth on EXHIBIT A Chief Executive Officer of the Company and shall report a member of the Board, reporting directly to the position set forth on EXHIBIT A attached hereto (the "Reporting Person")Board. The Executive shall have such duties, responsibilities and authority commensurate with the Executive's position ’s positions in a company the size and nature of the Company and such related duties and responsibilities, as from time to time may be assigned to the Executive by the Reporting PersonBoard, consistent with his position in the Company. In additionDuring the Employment Term, the Executive will be subject toshall perform his duties in the Dallas/Ft. Worth area, and will act in substantial accordance with, all reasonable lawful instructions and directions of the Board and all applicable reasonable policies and rules thereof as are consistent with the above position, duties, responsibilities and authorityTexas.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during vacations (as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his reasonable best efforts, full attention efforts and energies to the business of the Company, Company and the performance of the Executive's ’s duties hereunder and hereunder. Nothing herein shall preclude the Executive from (i) serving on the boards of directors of two Blackstone-controlled entities or any other board of directors if such service on such other related duties and responsibilities as may from time to time be reasonably prescribed boards is approved by the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of, or any committee thereofadvisory committees to, the Reporting Person trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, or any committee or person delegated by the Reporting Person(iv) managing his personal and family investments and affairs, in each case, within the framework of the Company's policies and objectives.
(c) During the Employment Term and provided that such the activities do not either in clauses (i) contravene the provisions of Section 3(a), 3(b), 12 or 13 hereof or through (iiiv) do not materially interfere with the performance effective discharge of the Executive's ’s duties hereunder, the Executive may continue to serve as a member of the governing board of the governmental, educational, charitable or other community affairs organizations set forth on EXHIBIT A attached hereto. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such feesresponsibilities under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (HealthMarkets, Inc.), Employment Agreement (HealthMarkets, Inc.)
Position and Duties of the Executive. (a) The Beginning on the Restatement Effective Date and for the remainder of the Employment Term, the Executive shall serve in as Executive Chairman of the position set forth on EXHIBIT A and shall report directly to Board of Directors of the position set forth on EXHIBIT A attached hereto Company (the "Reporting Person"). The Executive “Board”) and shall have such dutiesduties and authorities consistent with such position as are customary for the position of Executive Chairman of a company of the size and nature of the Company, responsibilities and authority commensurate with the Executive's position and such related other duties and responsibilities, authorities as shall be reasonably determined from time to time by the Board consistent with such position, including working with the replacement Chief Executive Officer of the Company and such other members of senior management as may be assigned to the Executive reasonably requested by the Reporting PersonChief Executive Officer. In additionhis capacity as Executive Chairman of the Company, the Executive shall report only to the Board. The Company will be subject to, throughout the Employment Term continue to nominate the Executive for election to the Board by the Company’s shareholders at all annual shareholders’ meetings and will act in substantial accordance with, all reasonable lawful instructions and directions any special shareholder meeting at which members of the Board and all applicable reasonable policies and rules thereof as are consistent with the above position, duties, responsibilities and authorityelected.
(b) During the Employment Term, the Executive shall, and except as may from time to time be otherwise agreed to in writing by the Company Company, or during reasonable vacations taken in accordance with Section 7, or during authorized leave, or as otherwise provided in Section 3(c), the Executive shall devote his best reasonable efforts, attention and energies during vacations (normal working time as necessary to fulfil his position and duties as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his best efforts, full attention and energies to the business of the Company, the performance of the Executive's duties hereunder and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board or any committee thereof, the Reporting Person or any committee or person delegated by the Reporting Person3(a), in each case, case within the framework of the Company's ’s policies and objectives; it being understood that, consistent therewith, it is anticipated that between 30% and 50% of the Executive’s attention and energies during normal working time (on average over the course of the year) will be devoted to the performance of his duties as set forth in Section 3(a), with the remainder devoted to his duties to SoftBank (or a Subsidiary thereof) pursuant to such documentation as may be in effect from time to time. The entirety of this Section 3(b) is subject to Section 3(d).
(c) During the Employment Term Term, and provided that such activities do not either (i) contravene the provisions of Section Sections 3(a), 3(b)10, 12 11, 12, or 13 hereof and provided further, that the Executive does not engage in any other substantial business activity for gain, profit or (ii) other pecuniary advantage which materially interfere interferes with the performance of the Executive's his duties hereunder, the Executive may continue (i) participate in any governmental, educational, charitable or other community affairs, (ii) subject to the prior approval of the Board, serve as a member of the governing board of any such organization or any private or public for-profit entity, (iii) manage his personal investments and affairs, and (iv) engage in any other activity that has been approved by the governmental, educational, charitable or other community affairs organizations set forth on EXHIBIT A attached heretoBoard. The Executive may retain all fees and other compensation or other proceeds from any such serviceservice or activities, and the Company shall not reduce his compensation hereunder by the amount of such fees, compensation or other proceeds. The entirety of this Section 3(c) is subject to Section 3(d).
(d) Notwithstanding anything to the contrary in this Agreement, the Company agrees and acknowledges that (i) in addition to his position as Executive Chairman of the Company, the Executive may serve on the Board of Directors of SoftBank and be employed by SoftBank (or a Subsidiary thereof), and (ii) his provision of services to and employment by SoftBank (or a Subsidiary thereof), and the receipt of any gain, profit or other pecuniary advantage in connection with the provision of such services, shall not be considered a violation of any of the Executive’s obligations or duties to the Company or any of its subsidiaries, including under Sections 1(b), 3(b) or 3(c) above and his obligations to abide by the Company’s and its subsidiaries’ applicable rules, regulations and policies.
Appears in 1 contract
Samples: Employment Agreement (SPRINT Corp)
Position and Duties of the Executive. (a) The Executive shall serve in the position set forth on EXHIBIT Exhibit A and shall report directly to the position set forth on EXHIBIT Exhibit A attached hereto (the "“Reporting Person"”). The Executive shall have such duties, responsibilities and authority commensurate with the Executive's ’s position and such related duties and responsibilities, as from time to time may be assigned to the Executive by the Reporting Person. In addition, the Executive will be subject to, and will act in substantial accordance with, all reasonable lawful instructions and directions of the Board and all applicable reasonable policies and rules thereof as are consistent with the above position, duties, responsibilities and authority.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during vacations (as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his best efforts, full attention and energies to the business of the Company, the performance of the Executive's ’s duties hereunder and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board or any committee thereof, the Reporting Person or any committee or person delegated by the Reporting Person, in each case, within the framework of the Company's ’s policies and objectives.
(c) During the Employment Term and provided that such activities do not either (i) contravene the provisions of Section 3(a), 3(b), 11 or 12 or 13 hereof or (ii) materially interfere with the performance of the Executive's ’s duties hereunder, the Executive may continue to serve as a member of the governing board of the governmental, educational, charitable or other community affairs organizations set forth on EXHIBIT Exhibit A attached hereto. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.
Appears in 1 contract
Position and Duties of the Executive. (a) The Executive shall serve in the position set forth on EXHIBIT A and shall will report directly to the position set forth on EXHIBIT A attached hereto (Board, and have duties, responsibilities and authorities customary for the "Reporting Person"). The Executive shall have Executive’s title and position, and such duties, responsibilities and authority commensurate with the Executive's position and such related duties and responsibilities, as from time to time may be assigned to the Executive from time to time by the Reporting PersonBoard consistent with his title and position. In additionExcept as otherwise required by applicable law or regulation or any applicable securities exchange, during the Employment Term, the Executive will shall be subject to, and will act in substantial accordance with, all reasonable lawful instructions and directions the most senior executive officer of the Board Company and all applicable reasonable policies and rules thereof as are consistent with employees of the above position, duties, responsibilities and authorityCompany shall report directly or indirectly to the Executive.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed in writing by will devote the Company and during vacations (as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his Executive’s best efforts, full attention and energies during normal working time to the business business(es) of the Company, Company Group and the performance of any of the Executive's ’s duties hereunder and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board or any committee thereof, the Reporting Person or any committee or person delegated by the Reporting Person, in each case, within the framework of the Company's policies and objectivesset forth herein.
(c) During the Employment Term and provided that So long as such activities do not either (i) contravene the provisions involve a breach of Section 3(a), 3(b), 12 or 13 hereof or (ii) materially this Agreement and do not interfere with the performance of the Executive's ’s duties hereunder, the Executive may continue participate in any governmental, educational, charitable or other community affairs during the Employment Term and, subject to the prior approval of the Board in the Board’s discretion, serve as a member of the governing board of any such organization (with such approval being deemed given with respect to any such governing board service in effect as of the governmentalEffective Date and of which the Executive previously notified the Board). Notwithstanding anything herein to the contrary, educational, charitable or other community affairs organizations set forth on EXHIBIT A attached hereto. The the Executive may retain all fees and other compensation from not accept any such service, and position during the Company shall not reduce his compensation by Employment Term with a for-profit enterprise without the amount prior written approval of such feesthe Board in the Board’s discretion.
Appears in 1 contract
Samples: Employment Agreement (Volt Information Sciences, Inc.)
Position and Duties of the Executive. (a) The Executive shall serve in the position set forth on EXHIBIT Exhibit A and shall report directly to the position set forth on EXHIBIT Exhibit A attached hereto (the "“Reporting Person"”). The Executive shall have such duties, responsibilities and authority commensurate with the Executive's ’s position and such related duties and responsibilities, as from time to time may be assigned to the Executive by the Reporting Person. In addition, the Executive will be subject to, and will act in substantial accordance with, all reasonable lawful instructions and directions of the Board and all applicable reasonable policies and rules thereof as are consistent with the above position, duties, responsibilities and authority. During the Employment Term, the Executive shall perform his duties in the Dallas/Ft. Worth area, Texas.
(b) During the Employment Term, the Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during vacations (as set forth in Section 7 hereof) and authorized leave, devote substantially all of his normal business working time and his best efforts, full attention and energies to the business of the Company, the performance of the Executive's ’s duties hereunder and such other related duties and responsibilities as may from time to time be reasonably prescribed by the Board or any committee thereof, the Reporting Person or any committee or person delegated by the Reporting Person, in each case, within the framework of the Company's ’s policies and objectives.
(c) During the Employment Term and provided that such activities do not either (i) contravene the provisions of Section 3(a), 3(b), 12 or 13 hereof or (ii) materially interfere with the performance of the Executive's ’s duties hereunder, the Executive may continue to serve as a member of the governing board of the governmental, educational, charitable or other community affairs organizations set forth on EXHIBIT Exhibit A attached hereto. The Executive may retain all fees and other compensation from any such service, and the Company shall not reduce his compensation by the amount of such fees.
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