Position and Duties; Reporting. (a) Company hereby employs Employee, and Employee hereby accepts employment, as Senior Vice President and General Counsel of Company during the Term hereof as specified in Paragraph 6 below, with powers and duties consistent with such position. Employee shall perform such additional, different and/or incidental duties, and accept the election or appointment to such other offices or positions, as are consistent with Employee's position and reasonably designated by the Chairman and Chief Executive Officer of Company. Employee shall perform such duties and responsibilities incidental to his employment as may from time-to-time be reasonably requested by Company, consistent with Employee's position, stature and experience, and shall faithfully observe Company's policies and procedures consistent with the provisions hereof. The provisions of this Paragraph 1(a) shall be subject to the terms of Paragraph 6 hereof. Employee shall report to the Chairman/CEO of the Company. (b) Employee shall devote his full working time to the promotion of Company's business and welfare, and as such his services in the entertainment industry shall be exclusive to Company hereunder during the Term. Notwithstanding any contrary provisions hereof, Employee may engage in other business activities with Company's prior written consent provided the same shall not adversely affect the performance of Employee's services hereunder and provided further, during the Term hereunder, Employee shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the businesses of Company or Company's subsidiaries or affiliates (collectively, "Competitive Business") so long as Company or the Company's subsidiaries or affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; or (iii) become interested in a Competitive Business in any capacity including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. In addition, during the Term and the one-year period following termination of his employment hereunder, Employee shall not, directly or indirectly (i) induce any customer or supplier of Company or Company's subsidiaries or affiliates to terminate its relationship with Company or Company's subsidiaries or affiliates (as the case may be), or (ii) solicit or induce any of Company's employees to
Appears in 1 contract
Position and Duties; Reporting. (a) Company hereby employs Employee, and Employee hereby accepts employment, as Senior Vice President and General Counsel Chief Operating Officer of Company during the Term hereof as specified defined in Paragraph 6 below, with powers and duties consistent with such position. Employee shall perform such additional, different and/or incidental duties, and accept the election or appointment to such other offices or positions, as are consistent with Employee's position and reasonably designated by the Chairman and Chief Executive Officer of Company. Employee shall perform such duties and responsibilities incidental to his employment as may from time-to-time be reasonably requested by Company, consistent with Employee's position, stature and experience, Company and shall faithfully observe Company's policies and procedures consistent with the provisions hereof. The provisions of this Paragraph 1(a) shall be subject to the terms of Paragraph 6 hereof. Employee shall report directly to the Chairman/CEO Chairman and Chief Executive Officer of the Company.. All entertainment industry divisions and their employees of the Company shall report to Employee, excepting only finance/CFO, business affairs and legal. Notwithstanding the foregoing, no one except the Chairman or Chief Executive Officer of Company shall occupy a position at or above the level of Employee with respect to the entertainment business operations of the Company as currently configured. Notwithstanding any contrary provision of this Agreement, if Company shall be merged, consolidated with another corporation, reorganized or restructured, or if as a result of one or more acquisitions or otherwise, a holding company shall be established, and if as a result of such merger, consolidation, reorganization, restructuring or the establishment of such holding company, Employee is not the President and Chief Operating Officer of a unit which encompasses most of the business and operations theretofore under Employee's
(b) Employee shall devote his full working time to the promotion of Company's business and welfare, and as such his services in the entertainment industry shall be exclusive to Company hereunder during the Term, subject only to the provisions of Paragraph 10 below. Notwithstanding any contrary provisions hereof, Employee may engage in other business activities with Company's prior written consent provided the same shall not adversely affect the performance of Employee's services hereunder and provided further, during the Term hereunder, Employee shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the businesses of Company or Company's subsidiaries or affiliates (collectively, "Competitive Business") so long as Company or the Company's subsidiaries or affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; or (iii) become interested in a Competitive Business in any capacity including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. In addition, during the Term and the one-year period following termination of his employment hereunder, Employee shall not, directly or indirectly (i) induce any customer or supplier of Company or Company's subsidiaries or affiliates to terminate its relationship with Company or Company's subsidiaries or affiliates (as the case may be), or (ii) solicit or induce any of Company's employees toto terminate their employment with Company, or hire or cause any of the then current employees of Company to be hired by any other company (except companies controlled by Company). Notwithstanding anything to the contrary, Employee may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve Employee's ownership of:
(i) securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Employee is not part of any control group of such corporation; and
Appears in 1 contract
Position and Duties; Reporting. (a) Company hereby employs Employee, and Employee hereby accepts employment, as Senior Executive Vice President President, Chief Financial Officer, and General Counsel corporate Secretary of Company during the Term hereof as specified in Paragraph 6 below, with powers and duties consistent with such positionpositions. Employee shall perform such additional, different and/or incidental duties, and accept the election or appointment to such other offices or positions, as are consistent with Employee's position and reasonably designated by the Chairman and Chief Executive Officer of Company. Employee shall perform such duties and responsibilities incidental to his employment as may from time-to-time be reasonably requested by Company, consistent with Employee's position, stature and experience, and shall faithfully observe Company's policies and procedures consistent with the provisions hereof. Employee shall render his services at the Company's executive offices located in the Century City area of Los Angeles or such other location(s) in the greater Los Angeles area as may be designated by the Company, spending such time at the Company's executive offices and traveling on the business of the Company as the Company shall reasonably deem necessary. The provisions of this Paragraph 1(a) shall be subject to the terms of Paragraph 6 hereof. Employee shall report to the Chairman/CEO of the Company.
(b) Employee shall devote his full working time to the promotion of Company's business and welfare, and as such his services in the entertainment industry shall be exclusive to Company hereunder during the Term. Notwithstanding any contrary provisions hereof, Employee may engage in other business activities with Company's prior 2 written consent provided the same shall not adversely affect the performance of Employee's services hereunder and provided further, during the Term hereunder, Employee shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the businesses of Company or Company's subsidiaries or affiliates (collectively, "Competitive Business") so long as Company or the Company's subsidiaries or affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; or (iii) become interested in a Competitive Business in any capacity including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. In addition, during the Term and the one-year period following termination of his employment hereunder, Employee shall not, directly or indirectly (i) induce any customer or supplier of Company or Company's subsidiaries or affiliates to terminate its relationship with Company or Company's subsidiaries or affiliates (as the case may be), or (ii) solicit or induce any of Company's employees toto terminate their employment with Company, or hire or cause any of the then current employees of Company to be hired by any other company (except companies controlled by Company). Notwithstanding anything to the contrary, without the consent of the Company Employee may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve Employee's ownership of:
(i) securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Employee is not part of any control group of such corporation; and
(ii) any securities of a partnership, trust, corporation or other person, the ownership of income producing real estate or other passive investments, so long as Employee remains a passive investor in that entity and does not become part of any control group thereof (except in a passive capacity) and so long as such entity is not, directly or indirectly, in competition with the Company or its subsidiaries or affiliates.
Appears in 1 contract
Position and Duties; Reporting. (a) The Company hereby employs agrees to continue the employment of Employee, and Employee hereby accepts such employment, on a non-exclusive basis, as Senior Executive Vice President and General Counsel of the Company during the Term hereof as specified in Paragraph 6 below, with powers and duties consistent with such position. Employee shall perform such additional, different and/or incidental duties, and accept the election or appointment to such other offices or positions, as are consistent with Employee's position and reasonably designated by the Chairman and Chief Executive Officer of Company. Employee shall perform such duties and responsibilities incidental to his employment as may from time-to-time to time be requested reasonably requested by the Company, consistent with Employee's position, stature and experience, and shall faithfully observe the Company's policies and procedures consistent with the provisions hereof. The provisions of this Paragraph 1(a) shall be subject to the terms of Paragraph 6 hereof. Employee shall report to the Chairman/Chairman or CEO of the Company.
(b) Employee shall devote his full working time to performing the promotion services described in Paragraph 1(a) as follows: (i) an average of Company's business and welfarethree (3) days per week for the first two (2) months following the Effective Date, (ii) an average of two (2) days per week for the next two (2) months, and as such his services in (iii) one (1) day per week for the entertainment industry shall be exclusive to Company hereunder during remaining two (2) months of the Term. Notwithstanding any contrary provisions hereof, Employee may engage in other business activities with Company's prior written consent provided In the same shall not adversely affect event the performance of Company requires Employee's services hereunder for more than the number of days per week specified above, and to the extent Employee is able to provide such additional days of service, requested by the Company, it being understood that any additional time so devoted shall serve as a credit against Employee's future service obligations hereunder. Similarly, if Employee is unable to provide, the number of days of service specified above, such time not provided further, during to the Term hereunder, Company by Employee shall notbe added to Employee's future service obligations hereunder. Employee shall be available reasonably to provide the services described above, directly or indirectly, (i) engage in any business for his own account which is competitive with but shall have no obligation to provide such services at the businesses offices of Company or Company's subsidiaries or affiliates (collectively, "Competitive Business") so long as Company or the Company, unless Employee's subsidiaries or affiliates presence is reasonably required for business reasons in connection with specific matters.
(c) Employee shall resign as Secretary of the case may beCompany effective as of the Effective Date.
(d) continue to engage in such business; (ii) enter During the employ ofTerm, or render any services to, any person engaged in a Competitive Business; or (iii) become interested in a Competitive Business in any capacity including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. In addition, during the Term and the one-year period following termination of his employment hereunder, Employee shall not, directly or indirectly indirectly, (i) induce any customer or supplier of the Company or the Company's subsidiaries or affiliates to terminate its relationship with the Company or the Company's subsidiaries or affiliates (affiliates, as the case may be), or (ii) solicit or induce any of the Company's employees toto terminate his or her employment with the Company, or hire or cause any of the then-current employees of the Company to be hired by any other company (except companies controlled by the Company), except Xxxxxxx Xxxxxxx.
Appears in 1 contract