Position and Duties. During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.
Appears in 2 contracts
Samples: Executive Employment Agreement (Muzak LLC), Executive Employment Agreement (Muzak Holdings LLC)
Position and Duties. (i) During the Employment Period, (A) the Executive ------------------- will (i) shall serve on as a senior executive of the board Parent with the title of directors (or equivalent supervising body) General Manager and Vice President responsible for the business division of Holdings LLC the Parent conducting the business of the Company, with such authority, duties and responsibilities as are assigned to the "Manager" in the Management Covenants contained in Section 10.8 of the Merger Agreement (the "BoardManagement Covenants"), which covenants and obligations of the Company and the Parent are incorporated by reference in their entirety into this Agreement, to the extent that the Executive remains the Manager, (B) the Executive shall report directly to the Chief Executive Officer of the Parent, and (C) the Executive's services shall be performed at the Company's principal executive offices, which shall be at the location of such offices as of the Effective Date, or within 30 miles of such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote her attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees (B) deliver lectures, managefulfill speaking engagements, controlor, participate in, consult with, render services for, or in any other manner engage in subject to the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services policies generally applicable to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any similarly situated executives of the Muzak -------- Entities or (ii) as a passive owner Parent, if any, that may be adopted by the Board of less than 5% Directors of the outstanding stock of a corporation of any class which is publicly tradedParent, teach at educational institutions and (C) manage personal investments, so long as such activities do not interfere (other than incidentally) with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement or violate any of the other terms and conditions hereof, including those of Section 8 below. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation prior to the Effective Date and are listed on Schedule 3(ii) hereto, the continued conduct of such activities subsequent to the Effective Date shall not thereafter be deemed to significantly interfere with the performance of the Executive's responsibilities to the Company and, in the business case of the continued conduct of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in activities, shall not be treated as a diligent, trustworthy, businesslike and efficient mannerviolation of Section 8(a)(i).
Appears in 2 contracts
Samples: Annual Report, Employment Agreement (Sonus Networks Inc)
Position and Duties. (i) During the Employment Period, (A) the Executive ------------------- will shall serve the Company in the position(s) held by the Executive with the Company immediately prior to the Effective Date or such other position(s) as may be assigned by Ken Xxxxxxxx, xxe Chief Executive Officer on the Effective Date (ithe "Current CEO"), from time to time, and with the duties, status and responsibilities commensurate with such position(s) and (B) the Executive's services shall be performed in Pinellas County, Florida or such other location as may be assigned by the Current CEO, from time to time.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote full attention and time during normal business hours to the business and affairs of the Company and to use the Executive's reasonable best efforts to perform such responsibilities in a professional manner; provided, however that, pursuant to the Services Agreement by and among the Company, Maxxim Medical Group, a Texas corporation, Circon Holdings Corporation, a Delaware corporation ("Circon Holdings"), and Circon Corporation, a Delaware corporation ("Circon"), dated as of November 12, 1999 (the "Services Agreement"), the Executive will, during the Employment Period and any extensions thereto in accordance with this Agreement, to the extent requested by the Company, perform services for Circon and Circon Holdings, which, to the extent so requested, shall be deemed part of the Executive's duties with the Company (provided that, unless such services are requested by the Current CEO, the Executive shall be permitted not to perform such requested services to the extent such services are inconsistent in any material respect with the duties and status of the Executive hereunder and, in such event, such duties shall not be deemed to be part of the Executive's duties with the Company). It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, in each case, so long as such activities do not materially interfere with the board performance of directors (or equivalent supervising body) the Executive's responsibilities as an employee of Holdings LLC the Company in accordance with this Agreement. For purposes hereof, service on corporate boards pursuant to appointments after the date hereof shall be subject to the prior approval of the Board of Directors of the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but which shall not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerunreasonably withheld.
Appears in 2 contracts
Samples: Employment Agreement (Maxxim Medical Inc/Tx), Employment Agreement (Maxxim Medical Inc/Tx)
Position and Duties. (i) During the Employment Period, (A) the Executive ------------------- will shall serve as Co-Chief Executive Officer of the Employer, with the usual and customary duties of such office, and shall report to the Board or a nominee designated by the Board, (iB) except as limited by applicable law or the Partnership Agreement, and subject to the direction of the Board or its nominee, the Executive shall have full authority, together with the Employer's other Co-Chief Executive Officer, to operate the day to day business affairs of the Employer and (C) the Executive shall be appointed to and serve on as a member of the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), .
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote such attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Employer as necessary to fulfill perform his duties under the Agreement. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) carry on other non-competitive business ventures with the consent of the Board or its nominee (not to be unreasonably withheld), (B) serve on the boards or committees of such ventures or trade associations or civic or charitable organizations, provided, however, the Executive may not serve at the same time on more than two boards or committees of "for profit" entities unless requested to do so by the Employer, which request shall be subject to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior approval of the Muzak -------- Entities Board, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iiD) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Employer in accordance with this Agreement.
(iii) The Executive's services shall be performed at the headquarters of the Employer, and such location shall be in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerGreater Los Angeles metropolitan area.
Appears in 2 contracts
Samples: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Employee's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Executive ----- Officer Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 2 contracts
Samples: Change of Control Severance Agreement (Melamine Chemicals Inc), Change of Control Severance Agreement (Melamine Chemicals Inc)
Position and Duties. (i) During the Employment PeriodTerm, Employee shall serve as Senior Vice President and Chief Operating Officer of the Company. In so doing, Employee shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for Senior Vice Presidents and Chief Operating Officers of an enterprise comparable to the Company. Employee shall report to the Chief Executive ------------------- will Officer of the Company (ithe “Reporting Officer”).
(ii) During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or equivalent supervising similar governing body) of Holdings LLC one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (the "Board")which shall not be unreasonably withheld) for such service, (ii2) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iii4) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of Employee’s responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Position and Duties. (i) During the Post-Change Employment Period, Executive ------------------- except as may be mutually agreed by the Company and the Employee (A) the Employee’s duties and responsibilities will be commensurate with those experienced by the Employee immediately preceding the Effective Date, taking into consideration the realities of the Employer’s organizational structure; and (iB) serve on the board Employee’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. The Company and the Employee acknowledge and agree that the requirements of directors Paragraph 4(a) (or equivalent supervising bodyi)(A) may be satisfied by the Company without the Employee having the same position, title and reporting requirements as in effect with respect to the Employee immediately preceding the Effective Date depending upon the nature of Holdings LLC (the "Board"), Change of Control with respect to the Company.
(ii) exclusively serve as During the Chief Executive ----- Officer Post-Change Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote Employee’s attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employee’s best efforts to perform faithfully and efficiently such responsibilities. During the Post-Change Employment PeriodPeriod it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Employee’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 2 contracts
Samples: Change of Control Agreement (Omega Flex, Inc.), Change of Control Agreement (Omega Flex, Inc.)
Position and Duties. (i) During the Employment Period,
(A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and
(B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than forty (40) miles from such location.
(ii) During the Employment Period, Executive ------------------- will (i) serve on excluding any periods of vacation and sick leave to which the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to
(A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and
(C) manage personal investments, so long as set forth above; provided thatsuch activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective Date, during the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Company.
(iii) During the Employment Period, -------- Executive will not directly or indirectly ownthe Employee shall be subject to, manage, control, participate in, consult and shall comply with, render services forthe Company's policies regarding sexual harassment, or in xxxxxxx xxxxxxx, confidentiality, non-disclosure, non-competition, non-disparagement, substance abuse, and conflicts of interest and any other manner engage in written policy of the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesCompany, the "Business") other than (i) on behalf violation of any which could result in termination of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneremployment.
Appears in 2 contracts
Samples: Change in Control Employment Agreement (Glatfelter P H Co), Change in Control Employment Agreement (Glatfelter P H Co)
Position and Duties. (i) During the Employment Period,
(A) the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and
(B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than forty (40) miles from such location.
(ii) During the Employment Period, Executive ------------------- will (i) serve on excluding any periods of vacation and sick leave to which the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities Employee hereunder, to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to
(A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and
(C) manage personal investments, so long as set forth above; provided thatsuch activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective Date, during the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Company.
(iii) During the Employment Period, -------- Executive will not directly or indirectly ownthe Employee shall be subject to, manage, control, participate in, consult and shall comply with, render services forthe Company's policies regarding sexual harassment, or in insider trading, confidentiality, non-disclosure, non-competition, xxx-xxxxxxxxxxxnt, substance abuse, and conflicts of interest and any other manner engage in written policy of the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesCompany, the "Business") other than (i) on behalf violation of any which could result in termination of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneremployment.
Appears in 2 contracts
Samples: Change in Control Employment Agreement (Glatfelter P H Co), Change in Control Employment Agreement (Glatfelter P H Co)
Position and Duties. During the Employment Period, Executive ------------------- will the Executive's position (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles, and reporting requirements), (ii) exclusively serve authority, duties, and responsibilities with the Company or its affiliated companies or both, as the case may be, shall be those assigned to the Executive as the Chief Executive ----- Officer of Holdings LLC and the Company may in his discretion and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are acting in good faith from time to time necessary assign to the Executive, but in connection no event shall the Executive's position with the -------------- management Company be less than an officer position. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 100 miles from such location, although the Executive understands and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect agrees that he may be required to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may travel from time to time reasonably be prescribed by for business purposes. During the Board Employment Period, and excluding any periods of vacation and sick leave to which are consistent with the duties outlined above in (a) through (e)Executive is entitled, subject the Executive agrees to the authority devote substantially all of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is necessary Company and its affiliated companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill his duties speaking engagements or teach at educational institutions and devote reasonable amounts of time to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business management of providing business music programming his and ancillary communications products his family's personal investments and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedaffairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its affiliated companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct prior to the Effective Date, the reinstatement or indirect participation in the business continued conduct of such corporation. Executive will report activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and responsibilities in a diligent, trustworthy, businesslike and efficient mannerits affiliated companies.
Appears in 2 contracts
Samples: Employment Agreement (Florida Power & Light Co), Employment Agreement (Florida Power & Light Co)
Position and Duties. During 1.1 The Company shall employ Employee as Vice President Regulatory Affairs; provided, however, that Employee may have such other titles in addition to or in lieu thereof as the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as Company determines in its sole discretion. Employee shall report to the Chief Executive ----- Officer of Holdings LLC and (“CEO”)of the Company and to the Board of Directors of the Company (iii“the Board”) render or its designee, the CEO. Employee shall have such managerialresponsibilities as may, analyticalfrom time to time, administrativebe duly authorized or directed by the CEO or the Board. A basic description of duties and responsibilities is included in Appendix A. During his employment, marketingEmployee shall perform faithfully and loyally and to the best of his abilities the duties assigned to him hereunder. Employee shall act at all times in the best interests of the Company. Employee shall devote his full business time, creative attention and effort to the affairs of the Company and shall not, at any time during his employment, be engaged in any other executive services business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board. The foregoing is not intended to Holdings LLCrestrict Employee’s ability to engage in charitable, civic or community activities to the extent that such activities do not materially interfere with his duties hereunder and are notified in writing to the Company,
(A) Notwithstanding the preceding, the Company and their respective subsidiaries (such entities, agrees that the "Muzak Entities") as are from time to time necessary Employee may maintain his pre-existing business interest in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, XXXXX so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report any activities associated with XXXX are undertaken on Employee’s personal time, do not interfere with his ability to the Board. Executive will perform his duties for the Company, and responsibilities that the business interests of XXX in no way compare with those of the Company.
1.2 Employee shall immediately upon the Company’s request supply any and all information which the Company or any Group Company may reasonably require in order to be able to comply with any statutory or regulatory provision or stock exchange rule or requirement, including for the avoidance of doubt the Rules for AIM Companies published by the London Stock Exchange.
1.3 Employee shall comply with the provisions of the code of dealing adopted by the Company in accordance with the requirements of the London Stock Exchange or, in the absence of the adoption of such a diligentcode, trustworthy, businesslike with the provisions of the Model Code set out in the Listing Rules published by the UK Listing Authority and efficient mannerEmployee shall not do or omit to do anything which could result in the Company being in breach of the Rules for AIM Companies published by the London Stock Exchange.
Appears in 2 contracts
Samples: Employment Agreement (AquaBounty Technologies, Inc.), Employment Agreement (AquaBounty Technologies, Inc.)
Position and Duties. (i) During the Employment Period, (A) the Executive ------------------- will shall serve as Co-Chief Executive Officer of the Employer, with the usual and customary duties of such office, and shall report to the Board or a nominee designated by the Board, (iB) except as limited by applicable law or the Partnership Agreement, and subject to the direction of the Board or its nominee, the Executive shall have full authority, together with the Employer’s other Co-Chief Executive Officer, to operate the day to day business affairs of the Employer and (C) the Executive shall be appointed to and serve on as a member of the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), .
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote such attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Employer as necessary to fulfill perform his duties under the Agreement. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) carry on other non-competitive business ventures with the consent of the Board or its nominee (not to be unreasonably withheld), (B) serve on the boards or committees of such ventures or trade associations or civic or charitable organizations, provided, however, the Executive may not serve at the same time on more than two boards or committees of “for profit” entities unless requested to do so by the Employer, which request shall be subject to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior approval of the Muzak -------- Entities Board, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iiD) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Employer in accordance with this Agreement.
(iii) The Executive’s services shall be performed at the headquarters of the Employer, and such location shall be in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerGreater Los Angeles metropolitan area.
Appears in 2 contracts
Samples: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Employee's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location.
(ii) exclusively serve as During the Chief Executive ----- Officer Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, controlfulfill speaking engagements or teach at educational institutions, (C) manage personal investments and (D) participate in, consult with, render services for, as a member or in any other manner engage consultant to professional associations and to otherwise participate in the business activities of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, associations in such manner as has been historically conducted by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedEmployee, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 2 contracts
Samples: Change of Control Agreement (Hilton Hotels Corp), Change of Control Agreement (Hilton Hotels Corp)
Position and Duties. (i) During the Employment PeriodTerm, Employee shall serve as Senior Vice President and Chief Financial Officer of the Company. In so doing, Employee shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for Senior Vice Presidents and Chief Financial Officers of an enterprise comparable to the Company. Employee shall report to the Chief Executive ------------------- will Officer of the Company (ithe “Reporting Officer”).
(ii) During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or equivalent supervising similar governing body) of Holdings LLC one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (the "Board")which shall not be unreasonably withheld) for such service, (ii2) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iii4) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of Employee’s responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive’s position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office which is the headquarters of the Company and is less than 35 miles from such location. For purposes of this Agreement, if Executive has authority, duties and responsibilities that relate to the Company’s status as a publicly held company immediately preceding the Effective Date, the Executive’s authority, duties and responsibilities shall be deemed commensurate only if they continue to relate to the ultimate parent corporation (whether or not that company is a publicly held company).
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote substantially full attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company (or as a director of the Company, if serving as such), in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 2 contracts
Samples: Employment Agreement (Noven Pharmaceuticals Inc), Employment Agreement (Noven Pharmaceuticals Inc)
Position and Duties. (i) During the Employment Period, Executive ------------------- will the Executive’s position and title shall be Chief Operating Officer. Notwithstanding the foregoing, upon a Change in Control: (iA) serve on the board of directors Executive’s position (or equivalent supervising body) of Holdings LLC (the "Board"including offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the effective date of a Change in Control; and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to: (A) serve on corporate, -------- civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not directly be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming teach at educational institutions; and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation prior to the effective date of a Change in Control, the business continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and effective date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 2 contracts
Samples: Employment Agreement (Merit Medical Systems Inc), Employment Agreement (Merit Medical Systems Inc)
Position and Duties. During (a) Effective October 24, 2012 and continuing through the remainder of the Employment PeriodTerm, Executive ------------------- will (i) serve on Employee shall hold the board title of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Vice president - Exploration. The Company and (iii) render Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such managerial, analytical, administrative, marketing, creative other duties and other executive services authority that are assigned to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with by the -------------- management and affairs Company's Board of Directors (the “Board”), or such other officer of the Muzak EntitiesCompany as shall be designated by the Board. Employee shall report to the Board, including, but not limited to, (a) participating in lender/investor communications, or to such other officer of the Company as shall be designated by the Board.
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Employee agrees to devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany. Executive will report to the Board. Executive will Employee shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner, trustworthyand agrees to comply with all of the policies of the Company, businesslike including such policies with respect to legal compliance, conflicts of interest, confidentiality and efficient mannerbusiness ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee's performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company's business and shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “Affiliate” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. During the Employment Period, Executive ------------------- will the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall remain commensurate in all material respects with those held, exercised and assigned as of the Effective Date 2 and the Employee's services shall be performed at Employer's current location at 6500 Xxxxxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Texas or only at any other office or location of Company within thirty (30) miles of said current location. During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to serve in said capacity and to perform diligently and to the best of Employee's abilities the responsibilities assigned to the Employee hereunder and to perform faithfully and efficiently such responsibilities. Further, Employee shall serve, when elected, as a director of the Company and as a director or officer of any subsidiary of Company and as a member of any committee of any such Board of Directors to which he may be appointed, and Employee shall perform such other duties commensurate with his office as the Board of Directors may from time to time assign. During the Employment Period it shall not be a violation of this Agreement for the Employee to (i) serve on the board of directors (corporate, civic or equivalent supervising body) of Holdings LLC (the "Board")charitable boards or committees, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC deliver lectures and the Company and fulfill speaking engagements or (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except manage personal investments for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Employee's responsibilities in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- will shall serve as President (i) serve on the board of directors (or equivalent supervising body“President”) of Holdings LLC the Company, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with the position of President of the Company that may be reasonably assigned by the Company’s Board of Directors (the "“Board"”), . The Executive shall report to the Chief Executive Officer of the Company.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote all of his business attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company, and to use his reasonable best efforts to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that is necessary are not competitors of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable boards or committees, (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as any such activities referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to fulfill his duties to this Agreement; provided, however, for the Muzak Entities as set forth above; provided thatavoidance of doubt, during the Employment Period, -------- the Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in hold any other manner engage in management positions at other companies or any other entities. Notwithstanding the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedforegoing, so long as Executive has no direct or indirect participation in such activities do not interfere with the business of such corporation. Executive will report to the Board. Executive will perform his Executive’s duties and responsibilities in a diligentto the Company, trustworthythe Executive shall be able to manage and oversee Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), businesslike but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments that are not competitive with the Company and efficient mannerthe Executive provides notice to the Company of such investments within ten (10) days following any such investment; or (2) the Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld. For purposes of this Agreement, the term “Affiliate” has the meaning given to such term under the Securities Act of 1933.
Appears in 1 contract
Position and Duties. During the Employment Period, Executive ------------------- will (i) serve on During the board of directors Protection Period, (or equivalent supervising bodyA) of Holdings LLC Executive's position (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Change of Control Date and (B) except when traveling in the normal course of business, Executive's services shall be performed at the location where Executive was employed immediately preceding the Change of Control Date or any office or location less than twenty-five (25) miles from such location; provided, however, that Executive shall be deemed conclusively to have agreed to the terms of any alternative job assignment unless, within thirty (30) days after being informed by the Company of such alternative job assignment, Executive informs the Company in writing that Executive deems such alternative job assignment to be inconsistent with the requirements of clause (A) and/or clause (B) above and the reasons therefor and the Company fails to rectify any such inconsistencies within thirty (30) days of receiving such Notice. No change in status, office, title or reporting requirements shall be deemed to have occurred by reason of a change in the personnel holding any position in the Company or by reason of a change which is inherent in the occurrence of the transaction constituting a Change of Control.
(ii) exclusively serve as During the Chief Protection Period, and excluding any periods of vacation and sick leave to which Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerialis entitled, analytical, administrative, marketing, creative and other executive services Executive agrees to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full time and attention (except for permitted vacation periods, community service and service spent on the boards of non-competitive entities and reasonable periods of illness or other incapacity) business matters to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Protection Period it shall not be a violation of this Agreement for Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill his duties to speaking engagements or teach at educational institutions, (C) manage personal investments and (D) perform such other activities as the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business Board of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedDirectors may approve, so long as such activities do not interfere with the performance of Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive has no direct or indirect participation in prior to the business Change of Control Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Change of Control Date shall not thereafter be deemed to interfere with the performance of Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change of Control Severance Agreement (Brooks Fiber Properties Inc)
Position and Duties. During the Employment Period, the --------------------- Executive ------------------- will shall serve as Chairman of the Board, President and Chief Executive Officer of the Company and, as may be agreed to by Executive from time to time, in appropriate positions in each subsidiary of the Company, with the duties, functions, responsibilities and authority customarily associated with such positions (i) serve on but shall not be required to exercise control over the board waste handling practices of directors (or equivalent supervising body) the Company except in his role as Chairman, President and Chief Executive Officer), and shall report to the Board of Holdings LLC Directors of the Company (the "Board"). During the Employment Period, the Executive shall be appointed, elected and/or otherwise maintained by the Company as the Chairman of the Board, President and Chief Executive Officer of the Company. The Executive shall not, during the term of this Agreement, engage in any other business activities that will unreasonably interfere with the Executive's employment pursuant to this Agreement; provided however, the Company acknowledges and agrees that Executive is and may continue to (i) serve as the plan administrator of AFD Fund, the post-confirmation estate of AmeriServe Food Distribution, Inc. and its affiliated debtors, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC a director for Greenhill School and the Company Wyoming Seminary, and (iii) render such managerialmanage pexxxxxx xxd family investments. Further, analyticalExecutive may, administrative(i) subject to prior approval of the Board (which approval shall not be unreasonably withheld), marketingserve as a director of other noncompeting companies, creative and other executive services to Holdings LLC(ii) serve as an officer, director or otherwise participate in educational, welfare, social, religious and civic organizations. During the Employment Period, the Executive's services shall be performed at those locations where the Company conducts business throughout the United States as the needs and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs exigencies of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction business of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may Company from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth aboverequire; provided thathowever, during Executive shall not be required to relocate his personal residence from the Employment PeriodDallas, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerTexas area.
Appears in 1 contract
Position and Duties. (a) During the Employment Period, the Executive ------------------- will shall (i) serve on as a senior executive officer of the board Company and as a director and senior executive officer of directors (or equivalent supervising body) of Holdings LLC (the "Board")Company's subsidiary, Ascent Sports Holdings, Inc.; (ii) exclusively serve assist with the management of the sports-related businesses owned and operated as of the Chief Executive ----- Officer Effective Date by the Company and its subsidiaries (collectively, "Ascent") and the closing of Holdings LLC the sale of such sports-related businesses; (iii) assist with the preparation and filing of SEC filings for Ascent and the maintenance of administrative functions for Ascent; (iv) seek and develop community development opportunities for LMC and the Company to consider; and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (fv) perform such other duties as may from time to time reasonably be prescribed mutually agreed by the Board which are consistent with Company and the duties outlined above in Executive.
(ab) through (e)During the Employment Period, subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive shall devote reasonable attention and time during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive under this Agreement, during use the Employment PeriodExecutive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. Subject to the provisions of Section 7 below, -------- it shall not be considered a violation of the foregoing for the Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) serve on behalf of any of the Muzak -------- Entities corporate, civic or charitable boards or committees, (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments, and (iv) engage in employment with, or provide consulting services to, one or more other entities, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.
(c) The Executive's services shall be performed primarily at the principal office location where the Executive has no direct performed his duties immediately prior to the Effective Date (or indirect participation in the business otherwise within 35 miles of such corporation. Executive will report office), subject to the Board. Executive will any reasonable travel requirements necessary to perform his duties and responsibilities in a diligenthereunder (which shall not require any more travel than was customary for the Executive prior to the Effective Date).
(d) During the Employment Term, trustworthy, businesslike and efficient mannerthe Executive shall report to Charxxx X. Xxxxxx xx such other individual as the Board designates by notice to the Executive.
Appears in 1 contract
Samples: Employment Agreement (Ascent Entertainment Group Inc)
Position and Duties. During (a) Effective October 24, 2012 and continuing through the remainder of the Employment PeriodTerm, Executive ------------------- will (i) serve on Employee shall hold the board title of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Vice President - Engineering. The Company and (iii) render Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such managerial, analytical, administrative, marketing, creative other duties and other executive services authority that are assigned to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with by the -------------- management and affairs Company's Board of Directors (the “Board”), or such other officer of the Muzak EntitiesCompany as shall be designated by the Board. Employee shall report to the Board, including, but not limited to, (a) participating in lender/investor communications, or to such other officer of the Company as shall be designated by the Board.
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Employee agrees to devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany. Executive will report to the Board. Executive will Employee shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner, trustworthyand agrees to comply with all of the policies of the Company, businesslike including such policies with respect to legal compliance, conflicts of interest, confidentiality and efficient mannerbusiness ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee's performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company's business and shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “Affiliate” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. a) During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively Zwebner shall serve as the President and Chief Executive ----- Officer of Holdings LLC the Company, reporting to the Board, with such duties and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may be assigned to him from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with notice of such assignment being provided to Zwebner in writing.
b) During the duties outlined above in (a) through (e)Employment Period, Zwebner shall be nominated to serve as a member of the Board, subject to Zwebner’s election in accordance with the authority By-Laws of the Company. If either party terminates this Agreement or provides notice of termination, Zwebner agrees to immediately resign from the Board unless otherwise requested by the Board.
c) During the Employment Period, and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which Zwebner is entitled, Zwebner shall devote his full-time efforts to the business and affairs of the Muzak Entities that is necessary Company, along with its affiliates and related entities, and use his best efforts to fulfill his duties carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for Zwebner to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) serve on behalf of any of the Muzak -------- Entities corporate, civic or charitable boards or committees, (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as Executive has no direct such activities do not interfere with the performance of his responsibilities as an executive employee of the Company in accordance with this Agreement or indirect participation violate the provisions of Section 8 of this Agreement. Zwebner agrees to provide the Board with notice from time to time of Zwebner’s positions on any such corporate, civic or charitable boards or committees.
d) Zwebner’s services shall be performed at the Company’s offices in the Toronto, Ontario and shall require business of such corporation. Executive will report to the Board. Executive will perform his duties travel commensurate with Zwebner’s responsibilities and responsibilities in a diligent, trustworthy, businesslike and efficient mannerposition.
Appears in 1 contract
Position and Duties. a. Employee will faithfully and diligently serve the Company to the best of his ability in his position as Controller, and in the performance of such other duties and responsibilities as the Company may assign to him.
b. Employee will devote his full professional time, attention, and energies to the performance of his duties for the Company. and will not, during his employment under this Agreement, engage in any other business activity, whether or not for profit, except for passive investments in firms or businesses that do not compete with the Company, without the advance written and signed consent of the Company. Notwithstanding this Section 2b, Employee will be permitted to serve as a director of not for profit and for profit businesses that do not compete with the Company.
c. Employee warrants that during the term of his employment under this Agreement, he will not do any act or engage in any conduct, or permit, condone, or acquiesce in any act or conduct of other persons, that he knew or should have known could cause the Company to be in violation of any law or statute, and Employee agrees to indemnify and hold the Company harmless against any and all liabilities, claims, damages, fees, losses, and expenses of any kind or nature whatsoever attributable directly or indirectly to a violation of this warranty.
d. Employee agrees to relocate with Employee’s immediate family to the Richland, Washington area on or before July 31, 2018. During the Employment Periodtime period July 24, Executive ------------------- 2017 through July 31, 2018, the Employee will (i) serve on agree to commute to the board Richland, Washington office Monday through Friday and work in the office. The company will pay for commute expenses during the first 90 days. After 90 days, the Employee will pay all commute expenses. The Employee will be required to work in Richland, Washington 42 weeks a year.
e. Employee agrees to comply with the policies and procedures of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company as may be adopted and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are changed from time to time necessary time, including without limitation, those described in connection the Company’s employee handbook, and Code of Conduct and Ethics. If this Agreement conflicts with the -------------- management and affairs such policies or procedures, this Agreement will control.
f. As an officer of the Muzak EntitiesCompany, including, but not limited to, (a) participating Employee owes a duty of care and loyalty to the Company as well as a duty to perform such duties in lender/investor communications, (b) advising on a manner that is in the strategic direction best interests of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany.
Appears in 1 contract
Samples: Employment Agreement (IsoRay, Inc.)
Position and Duties. (i) During the Post-Change Employment Period, Executive ------------------- except as may be mutually agreed by the Company and the Employee (A) the Employee’s duties and responsibilities will be commensurate with those experienced by the Employee immediately preceding the Effective Date, taking into consideration the realities of the Employer’s organizational structure; and (iB) serve on the board Employee’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. The Company and the Employee acknowledge and agree that the requirements of directors Paragraph 4(a) (or equivalent supervising bodyi)(A) may be satisfied by the Company without the Employee having the same position, title and reporting requirements as in effect with respect to the Employee immediately preceding the Effective Date depending upon the nature of Holdings LLC (the "Board"), Change of Control with respect to the Company.
(ii) exclusively serve as During the Chief Executive ----- Officer Post-Change Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote Employee’s attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employee’s best efforts to perform faithfully and efficiently such responsibilities. During the Post-Change Employment PeriodPeriod it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Employee’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities ( or the conduct of activities similar in nature and scope thereto ) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the one hundred eighty (180)- day period immediately preceding the Change in Control Date, and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Change in Control Date or any office or location less than fifty (50) miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not violate applicable corporate policy as in effect on the Change in Control Date and do not materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation prior to the Change in Control Date, the business continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Change in Control Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change in Control Agreement (Aristech Chemical Corp)
Position and Duties. (i) During the Employment PeriodTerm, Employee shall serve as Senior Vice President and General Counsel of the Company. In so doing, Employee shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for Senior Vice Presidents and General Counsels of an enterprise comparable to the Company. Employee shall report to the Chief Executive ------------------- will Officer of the Company (ithe “Reporting Officer”).
(ii) During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or equivalent supervising similar governing body) of Holdings LLC one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (the "Board")which shall not be unreasonably withheld) for such service, (ii2) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iii4) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of Employee’s responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 1 contract
Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will Xxxxxxx: (iA) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Executive Vice President, Chief Executive ----- Financial Officer and Chief Administrative Officer of Holdings LLC WWE, with such responsibilities, duties and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") authority as are customary for such position, as from time to time necessary in connection with may be assigned to Xxxxxxx and subject to the -------------- management direction of the Chief Executive Officer; (B) shall devote his full working time attention, and energies to the business affairs of WWE; and (C) agrees to observe and comply with WWE’s rules and policies as adopted by WWE from time to time. Notwithstanding the Muzak Entitiesforegoing, includingXxxxxxx may manage his personal investments, but be involved in charitable and professional activities (including serving on charitable and professional boards) and, with consent of the Chief Executive Officer not limited toto be unreasonable withheld, (a) participating in lender/investor communicationsserve on for profit boards of directors and advisory committees so long as such service does not interfere with Xxxxxxx’x obligations hereunder. WWE agrees that, during the Term, Xxxxxxx shall be permitted to retain his current board memberships with Apache Industrial Services, Inc. and Duke University’s Xxxxx School of Business.
(b) advising on During the strategic Term, Xxxxxxx shall report directly to, and be subject to the direction of, Xxxxxxx X. XxXxxxx, Chairman of the Muzak EntitiesBoard and Chief Executive Officer. If Xxxxxxx X. XxXxxxx is no longer Chairman of the Board and Chief Executive Officer, (c) rendering sales and marketing then Xxxxxxx shall report directly to his successor as Chief Executive Officer. Xxxxxxx’x base of work shall be in WWE’s Stamford, Connecticut headquarters; however, he shall also render services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform at such other duties places within or outside the United States as WWE may direct from time to time and as may be reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to effectively fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerresponsibilities.
Appears in 1 contract
Samples: Employment Agreement (World Wrestling Entertainmentinc)
Position and Duties. (i) During the Employment PeriodTerm, Executive ------------------- will Employee shall serve as Senior Vice President — Sales and Marketing of the Company. In so doing, Employee shall have such powers and duties (iincluding holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for a senior vice president — sales and marketing of an enterprise comparable to the Company. Employee shall report to the Chief Operating Officer of the Company or to such other executive officer of the Company as the Board may from time to time determine after the date hereof (the “Reporting Officer”).
(ii) During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or equivalent supervising similar governing body) of Holdings LLC one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (the "Board")which shall not be unreasonably withheld) for such service, (ii2) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iii4) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of Employee’s responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Employee's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 25 miles from such location.
(ii) exclusively serve as During the Chief Executive ----- Officer Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employment PeriodEmployee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the employment period it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the BoardEffective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities to the Company. Executive will perform his duties and responsibilities The preceding sentence shall in no way be construed as a diligentlimitation on the non-business activities listed previously in this paragraph of Section 4(a)(ii). Activities of the Employee consistent with this paragraph shall not permit the Company to terminate the Employee's employment for Cause, trustworthy, businesslike and efficient manneras defined below.
Appears in 1 contract
Samples: Executive Employment Agreement (Southwestern Public Service Co)
Position and Duties. (a) The Company agrees to continue to employ the Executive, and the Executive agrees to be employed, as President and Chief Executive Officer of the Company reporting only to the Board. The Executive shall be the senior-most employee of the Company, and all employees of the Company shall report, directly or indirectly, to the Executive. The Executive shall have such powers, duties, authorities and responsibilities as are consistent with Executive’s position and title and as are in effect immediately prior to the Effective Date; provided that following the consummation of the Combination Transactions (the “Consummation Date”), the Executive’s powers, duties, authorities and responsibilities shall be consistent with the provisions of the Company’s amended and restated By-Laws (the “By-Laws”). At all times during the Employment Period (as defined in Section 2 below), the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board.
(b) During the Employment Period, Executive ------------------- will (i) serve on the board Period and excluding any periods of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCvacation, the Company Executive agrees to devote such time, attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Muzak Entities Company as may be necessary to discharge the duties and responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such duties and responsibilities.
(c) It shall not be a violation of this Agreement for the Executive to engage in any activity which is, in the good faith opinion of the Executive, not inconsistent with the Company’s interests and prospects, including, without limitation, (a) serving on civic or charitable boards or committees; (b) serving as a director of any company that is necessary not in a Competitive Business (as defined in Section 13(b) below); (c) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; (d) managing personal investments; (e) serving as an officer or director of entities formed to fulfill his manage family or personal investments; and (f) attending conferences conducted by business organizations; provided, however, that such activity does not significantly interfere with the performance of Executive’s duties and responsibilities hereunder. It is expressly understood and agreed that to the Muzak Entities as set forth above; provided thatextent that any activity has been conducted by the Executive prior to the Effective Date, the continued conduct of such activity (or the conduct of an activity similar in nature and scope thereto) during the Employment Period, -------- Executive will Period shall be deemed not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in to interfere with the business performance of providing business music programming the Executive’s duties and ancillary communications products responsibilities to the Company and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to shall not constitute a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices violation of this Agreement.
(together with all reasonably related activitiesd) Except for periodic travel assignments, the "Business") Executive shall not, without his consent, be required to perform services for the Company at any place other than (i) on behalf of any the principal place of the Muzak -------- Entities or (ii) as Company’s business which shall at all times, unless the Executive otherwise consents, be within a passive owner of less than 5% 20 mile radius of the outstanding stock Company’s current principal place of a corporation of any class which is publicly tradedbusiness. Notwithstanding anything herein to the contrary, so long as the Executive has no direct or indirect participation in the business of such corporation. Executive will report may, at his sole discretion and upon prior written notice to the Board. Executive will perform his duties and responsibilities , relocate at any time to New York, New York in a diligent, trustworthy, businesslike and efficient mannerconnection with the establishment by the Company of executive offices in such city.
Appears in 1 contract
Position and Duties. During the Employment Period, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communicationsDuring the Term, (b) advising on the strategic direction Executive shall serve as President and Chief Executive Officer of the Muzak EntitiesCompany; shall have the authorities, duties and responsibilities customarily exercised by an individual serving in such position at an entity of the size and nature of the Company; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; shall have such additional duties and responsibilities (cincluding service with affiliates of the Company) rendering sales and marketing services reasonably consistent with respect to owned affiliates and national salesthe foregoing, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed assigned to him by the Board which are consistent with Board; and shall, in his capacity as President and Chief Executive Officer of the duties outlined above in (a) through (e)Company, subject report solely and directly to the authority Board. In addition, Executive shall be appointed as a member of the Board on or before December 31, 2023, and to shall be a non-voting observer of the proviso set forth in Board during the following sentence. portion of the Term between the Execution Date and the date immediately preceding the date of such appointment.
(b) During the Term, Executive will shall devote the appropriate substantially all of his business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatCompany. However, during the Employment Period, -------- nothing in this Agreement shall preclude Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than from: (i) serving on behalf the boards of any a reasonable number of the Muzak -------- Entities or business entities, trade associations and charitable organizations, (ii) as engaging in charitable activities and community affairs, (iii) accepting and fulfilling a passive owner reasonable number of less than 5% of the outstanding stock of a corporation of any class which is publicly tradededucational or speaking engagements, so long as Executive has no direct and (iv) managing his personal investments and affairs; provided that such activities do not, either individually or indirect participation in the business aggregate, materially interfere with the proper performance of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities hereunder; create a conflict of interest; or violate any provision of this Agreement; and provided, further, that service on the board of any business entity must be approved in a diligentadvance by the Board, trustworthy, businesslike and efficient mannerwhich approval shall not be unreasonably withheld.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Employee’s position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Executive ----- Officer Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Employer and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Employee’s responsibilities as an employee of the Employer in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Employer.
Appears in 1 contract
Position and Duties. During the Employment Period, the Company shall employ the Executive ------------------- will (i) serve as the Chairman of the Board of the Holding Company and the Operating Company. For the period commencing on the board of directors (or equivalent supervising body) of Holdings LLC Effective Date and continuing until six months thereafter (the "BoardInitial Period"), (ii) exclusively serve as the Chief Executive ----- Officer shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities, commensurate with the Executive's position, on behalf of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") its affiliates as are shall be designated from time to time necessary in connection by the Board or the Chief Executive Officer. From and after the end of the Initial Period and continuing through the end of the Employment Period, the Executive shall be employed by the Company on a part-time basis and shall perform such duties and responsibilities, commensurate with the -------------- management and affairs Executive's position, on behalf of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Company and marketing services with respect to owned its affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may shall be designated from time to time reasonably be prescribed by the Board which are consistent with or the Chief Executive Officer. The Executive shall faithfully and loyally perform to the best of his abilities all the duties outlined above in (a) through (e)reasonably assigned to him hereunder, subject shall devote such of his business time, attention and effort to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that Company as is reasonably necessary for the proper performance of such duties and shall use his reasonable best efforts to fulfill his duties to promote the Muzak Entities as set forth above; provided thatinterests of the Company. Notwithstanding the foregoing, during the Employment Period, -------- the Executive will not directly may serve as a director, officer or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the paid consultant of business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") corporations other than (i) on behalf the Company or civic or community organizations or entities, provided that such activities do not violate the terms of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% covenants set forth in Section 7 hereof; provided, however, that during the Initial Period such activities must be approved prior to the commencement thereof by any two members of the outstanding stock Board of a corporation Directors of the Holding Company (the "Board") who are not full-time employees of the Holding Company or the Operating Company or any class which is publicly traded, so long as Executive has no direct or indirect of its controlled affiliates. The Executive's ownership interest in and participation in the business operation and management of such corporation. Executive will report Mission Leasing, Hayden Leasing, Lee Family Enterprises, and affiliates thereof, and the Executivx'x service as a director of Reliable Holding Corp., are hereby approved pursuant to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerthis Section 2.1.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, (1) the Executive ------------------- will shall serve as the President-Engle Homes/Arizona, Inc. for the Company, (i2) serve on the board Executivx'x xtatus, and reporting requirements, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of directors those held. exercised and assigned at any time during the 180 day period immediately preceding the Effective Time, and (3) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Time or equivalent supervising bodyany office or location less than sixty (60) of Holdings LLC (the "Board"), miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote full attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully such responsibilities in a manner consistent with prior performance. During the Employment Period it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill his speaking engagements or teach at educational institutions, and (3) manage personal investments (including without limitation land banking for the Company and others), so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Time, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company also may, from time to time, assign additional or other duties to the Muzak Entities as set forth aboveExecutive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided thatprovided, during however, that no such assignment shall be made without the Employment Period, -------- Executive's prior written consent. If the Executive will not directly is appointed or indirectly own, manage, control, participate in, consult with, render services for, elected an officer or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf director of any of the Muzak -------- Entities Company's affiliates, and the Executive consents in writing to such appointment, the Executive will fulfill his duties as such officer or (ii) as a passive owner director without additional compensation. Upon his termination of less than 5% employment with the Company, the Executive automatically shall cease to be an employee, officer or director of any affiliate of the outstanding stock Company, unless the board of a corporation directors of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany provides otherwise.
Appears in 1 contract
Samples: Employment Agreement (Engle Homes Residential Construction LLC)
Position and Duties. (i) During the Employment Period, (A) the Executive ------------------- will shall serve the Company in the position(s) held by the Executive with the Company immediately prior to the Effective Date or such other position(s) as may be assigned by Ken Xxxxxxxx, xxe Chief Executive Officer on the Effective Date (ithe "Current CEO"), from time to time, and with the duties, status and responsibilities commensurate with such position(s), and (B) the Executive's services shall be performed in Pinellas County, Florida or such other location as may be assigned by the Current CEO, from time to time.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote full attention and time during normal business hours to the business and affairs of the Company and to use the Executive's reasonable best efforts to perform such responsibilities in a professional manner; provided, however that, pursuant to the Services Agreement by and among the Company, Maxxim Medical Group, a Texas corporation, Circon Holdings Corporation, a Delaware corporation ("Circon Holdings"), and Circon Corporation, a Delaware corporation ("Circon"), dated as of November 12, 1999 (the "Services Agreement"), the Executive will, during the Employment Period and any extensions thereto in accordance with this Agreement, to the extent requested by the Company, perform services for Circon and Circon Holdings, which, to the extent so requested, shall be deemed part of the Executive's duties with the Company (provided that unless such services are requested by the Current CEO, the Executive shall be permitted not to perform such requested services to the extent such services are inconsistent in any material respect with the duties and status of the Executive hereunder and, in such event, such duties shall not be deemed to be part of the Executive's duties with the Company). It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, in each case, so long as such activities do not materially interfere with the board performance of directors (or equivalent supervising body) the Executive's responsibilities as an employee of Holdings LLC the Company in accordance with this Agreement. For purposes hereof, service on corporate boards pursuant to appointments after the date hereof shall be subject to the prior approval of the Board of Directors of the Company (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but which shall not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerunreasonably withheld.
Appears in 1 contract
Position and Duties. (a) During the Employment Period, Executive ------------------- you will (i) serve on as Chief Science Officer of the board of directors (or equivalent supervising body) of Holdings LLC Company (the "Board")“CSO”) and will have the usual and customary duties, (ii) exclusively serve as responsibilities and authority of a person in such position and such other duties assigned to you by the Chief Executive ----- Officer of Holdings LLC and the Company (the “CEO”) which are consistent with your position as CSO as you have performed in such position in the past and (iii) render to the Effective Date. You will report directly to the CEO. You will devote your full working time, efforts and attention to, and diligently and conscientiously perform the duties of, such managerialposition. In addition to performing such duties for the Company, analyticalyou may be required to perform similar duties for the Company’s existing subsidiaries or affiliates, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective and/or any subsidiaries (such entities, the "Muzak Entities") as are and/or affiliates which may be formed or acquired from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, Tyme Inc., a Delaware corporation (asuch subsidiaries and/or affiliates, including subsidiaries formed after the date hereof, shall be referred to as the “Affiliates”). You will be free to work on a remote basis. For the avoidance of doubt, you will remain as a member of the Board of Directors (the “Board”) participating in lender/investor communicationsand Chairman of the Board effective as of the Effective Date, and the Company shall cause you to be nominated as a member of the Board at each annual meeting of stockholders of the Company during the Employment Period at which your Board seat is up for re-election (and, to the extent the Company solicits proxies for an annual meeting at which you are up for election, to solicit proxies for your election to the Board at such meeting) and shall use all reasonable efforts to have you appointed as the Chairman of the Board throughout the Employment Period. Notwithstanding the above, the principal place that you will perform your services for the Company shall be consistent with your past practices.
(b) advising on In connection with the strategic direction COVID-19 pandemic, as part of your duties you will be the project manager of the Muzak Entities, Company’s TYME-19 proof-of-concept trial (cRESPOnD) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by until the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock initiation of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationPhase II clinical trial studying TYME-19. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.2421587v6 ACTIVE.125457275.14
Appears in 1 contract
Position and Duties. During the Employment PeriodEmployee will be employed as Executive Vice President & Chief Operating Officer, Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as reporting directly to the Chief Executive ----- Officer of Holdings LLC Officer, with such duties and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as responsibilities that are from time to time necessary in connection consistent with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties that position as may from time to time be assigned to Employee, and will have such authority as may be reasonably necessary for Employee to carry out his or her duties and responsibilities. During the Employment Term, Employee’s principal location of employment shall be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority within 30 miles of the Board Company’s current executive offices in Northern Virginia, except for customary business travel on behalf of the Company and to the proviso set forth in the following sentenceits affiliates. Executive Employee will devote the appropriate work full-time and attention (except devote all of Employee’s business time, attention, and energies to, on behalf of, and for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs benefit of the Muzak Entities that is necessary to fulfill his duties to Company. Employee will not, without the Muzak Entities as set forth above; provided that, during written consent of the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than Company: (i) on behalf of any of the Muzak -------- Entities render service to others for compensation, or (ii) as a passive owner serve on more than one (1) board or governing body of less than 5% another for profit entity; provided, however, that Employee is party to certain consulting agreements with third parties who are not direct competitors of the outstanding stock Company and will wind down his performance under such consulting agreements as soon as possible after the Effective Date in accordance with the terms of a corporation such consulting agreements. Notwithstanding the foregoing, at no time may Employee serve on the board or governing body of any class which is publicly tradedanother for profit entity which, so long as Executive has no direct or indirect participation in the business sole discretion of such corporationthe Company, is or becomes a competitor of the Company. Executive will report Furthermore, the Company acknowledges and consents to Employee’s service on more than one (1) board as of the Effective Date; provided that Employee agrees to reduce board participation to the Boardstandards outlined herein by June 15, 2010. Executive Employee will perform his not engage in any activity which conflicts or materially interferes with the performance of Employee’s duties and responsibilities hereunder. Employee may engage in personal, charitable, and professional activities, (i) subject to compliance with the Company’s normal conflicts procedures, and (ii) provided such activities do not conflict or materially interfere with the ability of Employee to perform the duties and responsibilities hereunder. If, in the reasonable discretion of the Company, an outside activity subsequently creates a diligentconflict with the Company’s business or prospective business, trustworthy, businesslike Employee agrees promptly to cease engaging in such activity at such time as requested. Employee will observe and efficient manneradhere to all applicable written Company policies and procedures adopted from time to time.
Appears in 1 contract
Samples: Employment Agreement (RCN Corp /De/)
Position and Duties. Section 1.01. The Company hereby continues the employment of the Employee and the Employee hereby accepts continued employment pursuant to the terms of this Agreement. Your employment under this Agreement will take effect on August 12, 2010 (the “Effective Date”) and will continue until the third anniversary of the Effective Date; provided that the term of this Agreement shall automatically be extended for one (1) additional year on the first anniversary of the Effective Date and each anniversary thereafter, unless, not less than ninety (90) days prior to each such date, either party shall have given notice to the other that it does not wish to extend the term. You will be employed by the Company on a full-time basis in the position of Chief Financial Officer. In addition, you will serve as an officer of one or more of the Company’s Affiliates without further compensation, as you are requested from time to time. During the Employment Periodterm of this Agreement (the “Term”), the Company shall nominate Employee, and use its best efforts to have him elected, to the Board of Directors of the Company (the “Board”) throughout the term of this Agreement and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and to serve during the Term, as director of the Company.
Section 1.02. You agree to perform the duties of your position and such other duties as reasonably may be assigned to you from time to time by the Chief Executive ------------------- Officer and/or the Board; provided, however, that you shall not be assigned duties that are inconsistent with your position, duties, responsibilities and status with the Company immediately prior to the Effective Date. You also agree that, while employed by the Company, you will (i) serve devote your full business time and your best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. This provision does not prevent you from serving on the board of directors (any business, church, non-profit or equivalent supervising body) charitable organization; provided that such service does not give rise to a conflict of Holdings LLC interest; provided further that such activities do not materially detract from your performance of your duties hereunder and that as a precondition the Board of Directors of the Company (the "“Board"), (ii”) exclusively serve as the Chief Executive ----- Officer has been notified of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and your service on the boards of non-competitive entities such board, and reasonable periods of illness or other incapacity) has agreed in writing to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of permit such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerservice.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall be Vice President and Interim General Counsel of directors (or equivalent supervising body) the Company and he shall report to the Chairman of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer Board of Holdings LLC and the Company and (iiiB) render the Executive's services shall be performed at the principal executive offices of Weatxxxxxxx Xxxernational, Inc. in Houston, Texas or such managerialother locations as do not unreasonably interfere with the Executive's ability to perform services hereunder.
(ii) During the Employment Period, analytical, administrative, marketing, creative and other executive services excluding any periods of vacation and sick leave to Holdings LLCwhich the Executive is entitled, the Executive agrees to assist the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are on a part-time basis from time to time necessary during normal business hours as the Company may reasonably require in connection the development and implementation of the Company's strategic alternatives; provided, however, that the services of the Executive hereunder shall not materially interfere with the -------------- management and affairs principal employment of the Muzak EntitiesExecutive or, includingin any case, but not limited to, (a) participating in lender/investor communications, (b) advising on require the strategic direction Executive to devote more than 20% of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from his business time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company. The Executive will use his reasonable efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) continue his employment with Weatxxxxxxx International, Inc. and its affiliates or other entities by which the Executive is employed, (B) serve on corporate, civic or charitable boards or committees, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions, (D) serve as "Of Counsel" to Fulbright & Jawoxxxx X.X.P. and (E) manage personal investments. It is expressly understood and agreed that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during extent that any such activities have been conducted by the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in prior to the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesdate hereof, the "Business"continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) other than (i) on behalf of any subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Executive's responsibilities to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive’s position shall be Chief Executive ------------------- will Officer and President of the Company. Upon a Change in Control: (iA) serve on the board of directors Executive’s position (or equivalent supervising body) of Holdings LLC (the "Board"including offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120—day period immediately preceding the effective date of a Change in Control; and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to: (A) serve on corporate, -------- civic or charitable boards or committees, provided that the Executive obtains the Company’s prior, written consent, which will not directly be unreasonably withheld; (B) deliver lectures, fulfill speaking engagements or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming teach at educational institutions; and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation prior to the effective date of a Change in Control, the business continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and effective date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (a) During the Employment Period, the Executive ------------------- will (i) shall serve on as President and Chief Executive Officer--Life Sciences Products and Services, with the board of directors (or equivalent supervising body) of Holdings LLC (the "Board")duties and responsibilities customarily assigned to such position, (ii) exclusively serve and such other duties and responsibilities as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are shall from time to time necessary assign to the Executive; PROVIDED that the Company may change the Executive's title, duties and responsibilities (including reporting responsibilities) at any time without violating this provision, so long as the Executive remains in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, an executive position.
(b) advising on During the strategic direction Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled under the practices and policies of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties Company as may in effect from time to time reasonably be prescribed by time, the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will shall devote the appropriate Executive's full business attention and time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary Company, and shall use the Executive's reasonable best efforts to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will carry out such responsibilities faithfully and efficiently. It shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to be considered a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any violation of the Muzak -------- Entities foregoing for the Executive to (A) serve on corporate boards or (ii) as a passive owner of less than 5% committees with the prior consent of the outstanding stock Chief Executive Officer of a corporation of any class which is publicly tradedthe Company, (B) serve on civic or charitable boards or committees, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions and (D) manage personal investments, so long as Executive has no direct such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.
(c) As of the Effective Date, the Executive's services shall be performed primarily at the Company's offices located in Basking Ridge or indirect participation Somerset, New Jersey; PROVIDED, HOWEVER, that, within a reasonable period of time after the Effective Date (such time period as mutually determined and agreed between the Company and the Executive), the Company's corporate headquarters in Dublin, Ohio will become the business Executive's principal place of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneremployment under this Agreement.
Appears in 1 contract
Position and Duties. (i) During the Employment Period: (A) the Executive shall serve as President of Duke Energy Services, which shall comprise all of the non-regulated businesses of the Company other than real estate and telecommunications, and as a member of the Executive Committee of Duke Power Company, which Committee shall have the responsibilities and shall be constituted as set forth in Section 8.15(d) of the Merger Agreement, with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such position as may be assigned to him by the Board, provided, however, that in the event the Executive determines in good faith that the terms and conditions of a letter agreement between the Executive and Natural Gas Clearinghouse, dated as of January 16, 1994 (the "Non-Compete Agreement") (attached hereto as Exhibit A), preclude him from assuming any such authority, duty and/or responsibility (each a "Precluded Responsibility") for a period of time (the "Non-Compete Period"), then the Precluded Responsibility or Responsibilities shall not be assumed by the Executive until immediately after the Non-Compete Period; (B) the Executive shall report to Paul M. Anderson while Mr. Anderson is employed by Duke Power Company; xxx (X) xxx Xxecutive'x xxxxxxxx shall be performed at offices of the Company in Houston, Texas. Notwithstanding the foregoing, the Company and the Executive may mutually agree to such changes in the Executive's position, reporting or location of employment as are in the best interests of the Company without violating the provisions of this paragraph.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote substantially all of his attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Panenergy Corp)
Position and Duties. (i) During the Employment Period and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing his duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of President and Chief Executive Officer with substantially similar duties to the position held by the Executive on the Effective Date, and (B) the Executive's services shall be performed at the Executive's location on the Effective Date, the Company's headquarters, or a location where a substantial activity for which the Executive has responsibility is located.
(ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held,
(iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive’s position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held and exercised by and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, -------- it shall not be a violation of this Agreement for the Executive will not directly to (A) serve on corporate, civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct prior to the Effective Date, the continued conduct of such activities (or indirect participation the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.
(iii) Subject to the provisions of the second sentence of Section 1(a), this Agreement shall be canceled and will not be effective in any manner in the business of such corporation. Executive will report event that the Executive’s employment with the Company terminates prior to the BoardEffective Date. Executive will perform his duties As of and responsibilities in a diligentafter such termination, trustworthysubject to the provisions of the second sentence of Section 1(a), businesslike this Agreement shall be deemed to be null and efficient mannervoid and may not be reinstated except by the signature of an officer authorized by the Board of Directors.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- will (i) shall serve on as President of the board Company, with the appropriate authority, duties and responsibilities attendant to such position and any other duties commensurate with the position of directors (or equivalent supervising body) President of Holdings LLC the Company that may be reasonably assigned by the Company’s Board of Directors (the "“Board"”), . The Executive shall report to the Chief Executive Officer of the Company.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote all of his business attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company, and to use his reasonable best efforts to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that is necessary are not competitors of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable boards or committees, (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as any such activities do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to fulfill his duties to this Agreement; provided, however, for the Muzak Entities as set forth above; provided thatavoidance of doubt, during the Employment Period, -------- the Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in hold any other manner engage in management positions at other companies. Notwithstanding the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedforegoing, so long as Executive has no direct or indirect participation in such activities do not interfere with the business of such corporation. Executive will report to the Board. Executive will perform his Executive’s duties and responsibilities to the Company, the Executive shall have oversight of the Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments, (2) such investments are not competitive with the Company, and (3) the Executive provides notice to the Company within ten days following any such investment. For purposes of this Agreement, the term “Affiliate” has the meaning given to such term under the Securities Act of 1933.
(iii) The Executive represents and warrants to the Company that (A) neither the execution nor delivery of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound, (B) the Executive will not use or disclose, in a diligentconnection with his employment by the Company or otherwise, trustworthyany confidential and/or trade secret information of any of his prior employers or any other party, businesslike and efficient manner(C) to the knowledge of the Executive, none of his activities relating to TPMC could be reasonably expected to interfere with his discharge of his duties hereunder.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- will (ishall serve as Executive Vice President, Operations of the REIT and the Operating Partnership, and shall perform such employment duties as are usual and customary for such positions. The Executive shall report directly to the Chief Operating Officer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing consistent with the Executive’s position as Executive Vice President, Operations of the REIT and the Operating Partnership. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) serve on hereof. In addition, in the board event the Executive’s service in LA\4338757.3 one or more of directors (such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or equivalent supervising body) reduced in any manner as a result of Holdings LLC (such termination provided that the "Board"), Executive otherwise remains employed under the terms of this Agreement.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCmay be entitled, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time Executive agrees to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to Company. Notwithstanding the Muzak Entities as set forth above; provided thatforegoing, during the Employment Period, -------- it shall not be a violation of this Agreement for the Executive will not directly to (A) serve on boards, committees or indirectly ownsimilar bodies of charitable or nonprofit organizations, manage(B) fulfill limited teaching, controlspeaking and writing engagements, participate inand (C) manage his personal investments, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedeach case, so long as Executive has no direct such activities do not materially interfere or indirect participation in conflict with the business performance of such corporation. Executive will report to the Board. Executive will perform his Executive’s duties and responsibilities under this Agreement.
(iii) During the Employment Period, the Executive shall perform the services required by this Agreement at the Company’s principal offices located in a diligentLos Angeles, trustworthyCalifornia (the “Principal Location”), businesslike except for travel to other locations as may be necessary to fulfill the Executive’s duties and efficient mannerresponsibilities hereunder.
Appears in 1 contract
Samples: Employment Agreement (Hudson Pacific Properties, L.P.)
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Employee's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all respects with the most significant of those held, exercised and assigned to the Employee at any time during the 120-day period immediately preceding the Effective Date and (B) the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Executive ----- Officer Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change of Control Employment Agreement (Aspen Insurance Holdings LTD)
Position and Duties. During the Employment Period, Executive ------------------- will (ia) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chairwoman and Chief Executive ----- Officer of Holdings LLC and the Company its Subsidiaries and (iii) will render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") its Subsidiaries as are from time to time necessary in connection with the -------------- management and affairs of the Muzak EntitiesHoldings and its Subsidiaries, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), each case subject to the authority of the Board of Directors of Holdings (the “Board”), and to (b) serve as a member of the proviso set forth in Board. During the following sentence. Employment Period, Executive will devote the appropriate her best efforts and substantially all of her business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth aboveHoldings and its Subsidiaries; provided that, without limiting Section 7, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming cable television, Internet, data, telephony and ancillary other communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "“Business"”) other than (i) on behalf of Holdings or any of the Muzak -------- Entities Subsidiary or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation. Executive will report to the Board. Executive will perform his her duties and responsibilities to the best of her abilities in a diligent, trustworthy, businesslike and efficient manner. Subject to Section 7, Executive shall be permitted to continue to serve on the board of the Rocky Mountain Children’s Law Center and perform such charitable activities, as she desires, providedthat Executive’s performance of such activities does not interfere in a material manner with Executive’s performance of her duties hereunder. If the Executive desires to serve on any boards other than those specified in the preceding sentence she may do so with the consent of the Board, such consent not to be unreasonably withheld.
Appears in 1 contract
Samples: Executive Employment Agreement (WideOpenWest Finance, LLC)
Position and Duties. (i) During the Change of Control Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles, and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Change of Control Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office which is the headquarters of Employer and is less than 35 miles from such location.
(ii) exclusively serve as During the Chief Change of Control Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time Executive agrees to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his professional time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of Employer and, to the Muzak Entities that is extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Change of Control Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities teach at educational institutions or (iiC) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of Employer in accordance with this Agreement. It is expressly understood and agreed that to the extent that any activities have been conducted by the Executive has no direct or indirect participation in prior to the business Change of Control Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Change of Control Date shall not hereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto Employer.
Appears in 1 contract
Position and Duties. i. During the Employment Period, (A) the Executive’s position (including status, offices and titles), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive ------------------- will was employed immediately preceding the Effective Date or any office or location less than 35 miles from the Executive’s primary residence immediately prior to any relocation. Such position, authority, duties and responsibilities shall be regarded as not commensurate and as inconsistent and result in a diminution for purposes of Section 4(c)(i) if, as a result of a Change of Control, (iI) serve on the board Company becomes a direct or indirect subsidiary of directors another corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or equivalent supervising bodyunincorporated entity is hereinafter referred to as a “parent company”), or (II) all or substantially all of Holdings LLC the assets of the Company are acquired by another corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (the "Board"such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a “parent company”), unless, in each of (I) and (II), (iix) exclusively serve Section 14(c) of this Agreement shall have been complied with by any such parent company and (y) the Executive shall have assumed a position with such parent company and the Executive’s position, authority, duties and responsibilities with such parent company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at any time during the 90-day period immediately preceding the Effective Date, or (III) the Company becomes owned or controlled, directly or indirectly, by more than one other corporation and/or unincorporated entity, as the Chief Executive ----- Officer case may be, which are not owned or controlled, directly or indirectly, by a single parent company, or (IV) more than one unrelated corporation or unincorporated entity acquires a significant portion of Holdings LLC and the assets of the Company and (iii) render such managerialunrelated corporations or unincorporated entities, analyticalas the case may be, administrativeare not owned or controlled, marketingdirectly or indirectly, creative by a single parent company.
ii. During the Employment Period, and other executive services excluding any periods of vacation and sick leave to Holdings LLCwhich the Executive is entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change of Control Employment Agreement (Tupperware Brands Corp)
Position and Duties. During the Employment Period, Executive ------------------- will the Employee's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall remain commensurate in all material respects with those held, exercised and assigned as of the Effective Date and the Employee's services shall be performed at Employer's current location at 0000 Xxxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Texas or only at any other office or location of Company within thirty (30) miles of said current location. During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to serve in said capacity and to perform diligently and to the best of Employee's abilities the responsibilities assigned to the Employee hereunder and to perform faithfully and efficiently such responsibilities. Further, Employee shall serve, when elected, as a director of the Company and as a director or officer of any subsidiary of Company and as a member of any committee of any such Board of Directors to which he may be appointed, and Employee shall perform such other duties commensurate with his office as the Board of Directors may from time to time assign. During the Employment Period it shall not be a violation of this Agreement for the Employee to (i) serve on the board of directors (corporate, civic or equivalent supervising body) of Holdings LLC (the "Board")charitable boards or committees, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC deliver lectures and the Company and fulfill speaking engagements or (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except manage personal investments for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Employee's responsibilities in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. During the Employment Period, Executive ------------------- you will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render will have the usual and customary duties, responsibilities and authorities of a person in such managerial, analytical, administrative, marketing, creative position and such other executive services duties assigned to Holdings LLC, you by the Board of Directors of the Company (the “Board”) which are consistent with your position. You will report directly to the Board. You will devote your full working time, efforts and their respective attention to, and diligently and conscientiously perform the duties of, such position. In addition to performing such duties for the Company, you may be required to perform similar duties for the Company’s existing subsidiaries (such entitiesor affiliates, the "Muzak Entities") as are and/or any subsidiaries and/or affiliates which may be formed or acquired from time to time necessary in connection with the -------------- management future, including without limitation Tyme Inc., a Delaware corporation, and affairs of Luminant Biosciences, LLC (collectively, all such subsidiaries and/or affiliates, including subsidiaries formed after the Muzak Entitiesdate hereof, includingshall be referred to as the “Company Affiliates”). Except for travel for business purposes, but not limited toyou will be employed and your primary offices will be located at the Company office located at 0 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties “Company Office”). You will be appointed as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority a member of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs effective as of the Muzak Entities that is necessary Effective Date, and the Company shall cause you to fulfill his duties to be nominated as a member of the Muzak Entities as set forth above; provided that, Board at each annual meeting of stockholders of the Company during the Employment PeriodPeriod at which your Board seat is up for re-election. You represent to the Company that you are not subject to or a party to any employment agreement, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services fornon-competition covenant, or in any other manner engage in the business of providing business music programming agreement that would be breached by, or prohibit you from executing, this Agreement and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his performing fully your duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerhereunder.
Appears in 1 contract
Position and Duties. (a) During the Employment Period, Executive ------------------- will Term (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"as defined in Section 2 hereof), (ii) exclusively the Employee shall serve as the Chief Executive ----- Financial Officer of Holdings LLC the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities that are included in the bylaws of Freehold Properties and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, limited partnership agreement of the Company and their respective subsidiaries (such entities, the "Muzak Entities") Operating Partnership as are they may be further amended from time to time necessary in connection with the -------------- management and affairs of the Muzak Entitiestime, including, but not limited to, (a) participating in lender/investor communications, (b) advising on managing the strategic direction affairs of the Muzak Entities, Company. Employee’s duties shall further include those that the board of directors of Freehold Properties (cthe “Board”) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may shall from time to time reasonably be prescribed by assign that are not inconsistent with the Board which Employee’s position with the Company and that are consistent with the duties outlined above bylaws of Freehold Properties and the limited partnership agreement of the Operating Partnership. The Employee’s principal place of employment with the Company shall be in (a) through (e)New York, subject New York, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Employee shall report directly to the authority Chief Executive Officer of the Board Company.
(b) During the Employment Term, the Employee shall devote substantially all of the Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the proviso set forth in performance of the following sentence. Executive will devote Employee’s duties with the appropriate time and attention Company, provided that the foregoing shall not prevent the Employee from (except for permitted vacation periods, community service and service i) serving on the boards of directors of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatprofit organizations, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s personal investments and/or personal business as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradednecessary, so long as Executive has no direct or indirect participation such activities in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a potential business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneror fiduciary conflict.
Appears in 1 contract
Position and Duties. During the Employment Period, -------------------
(A) the Executive's position, authority, duties and responsibilities ("Role") shall be commensurate with an executive capacity and substantially comparable to the position, authority, duties and responsibilities of Chairman of the Board for similarly situated telecommunication institutions, and (B) his services shall be performed at the location where he was employed immediately preceding the Effective Date or any office or location within the State of Louisiana and less than 35 miles from the location where he was employed immediately preceding the Effective Date thereafter, provided that in the case of any relocation, the Company shall pay all of Executive's expenses reasonably related to such relocation, including cost of maintaining two residences, and any further relocation required or necessary to comply with this Section 4; and
(ii) excluding any periods of vacation and sick leave to which he is entitled, the Executive ------------------- will agrees to devote reasonable attention and time during normal business hours to the Company's business and affairs, and to use his reasonable best efforts to perform faithfully and efficiently the responsibilities assigned to him hereunder. It shall not be a violation of this Agreement for the Executive to (iA) serve on the board of directors (or equivalent supervising comparable governing body) or committees of Holdings LLC any business corporation or entity (other than one in direct competition with the "Board"Company), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited tocivic or charitable organization, (aB) participating in lender/investor communicationsdeliver lectures, fulfill speaking engagements or teach at educational institutions, (bC) advising on the strategic direction of the Muzak Entities, (c) rendering sales manage his legal affairs and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedpersonal investments, so long as such personal activities do not significantly interfere with the performance of his responsibilities, (D) devote reasonable periods of time to the management of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments and (E) serve as an officer or director (or comparable position) of any or all of Cameron Communications Corporation, Mercury Information Technologies Inc. or Xspedius Corp. or any of their affiliates or investments. To the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business date hereof, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent thereto shall not thereafter be deemed to interfere with the Board. Executive will perform performance of his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerresponsibilities.
Appears in 1 contract
Position and Duties. During At all times during the Employment PeriodTerm, the Executive ------------------- will shall: (i) serve on as the board President and Chief Executive Officer of directors (or equivalent supervising body) of Holdings LLC (the "Board")Bank and the Company and, in such capacity, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other reasonable duties as may be assigned to him from time to time, and (ii) exclusively serve as the Chief Executive ----- Officer diligently and conscientiously devote substantially all of Holdings LLC his business time, energy, and ability to his duties and the Company business of the Employer and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or materially interfere with the performance of such services either directly or indirectly without the prior written consent of the Bank Board, and (iii) render such managerial, analytical, administrative, marketing, creative comply with all directions from the Bancorp Board and the Bank Board (other executive services to Holdings LLCthan directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Bancorp and the Bank. Notwithstanding the foregoing, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time Executive will be permitted to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating with the prior written consent of the Bank Board (not to be unreasonably withheld) act or serve as a director, trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are disclosed in lender/investor communicationswriting to the Bank Board, and (b) advising on the strategic direction purchase or own less than two percent (2%) of the Muzak Entities, (c) rendering sales publicly traded securities of any entity which has the potential to be a competitor of the Employer or an unlimited ownership interest in any entity which is not similar to and marketing services with respect does not have the potential to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent compete with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth aboveEmployer; provided that, during such ownership represents a passive investment and that the Employment Period, -------- Executive will is not directly or indirectly own, manage, control, participate in, consult with, render services fora controlling person of, or a member of a group that controls, such entity; and provided further that, the activities described in any other manner engage clauses (a) and (b), in each case and in the business of providing business music programming and ancillary communications products and services including broadcast data deliveryaggregate, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together do not materially interfere with all reasonably related activities, the "Business") other than (i) on behalf of any performance of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his Executive’s material duties and responsibilities in a diligentas provided hereunder. The Executive has disclosed all such business, trustworthycivic, businesslike and efficient mannercharitable organizations for which he serves as of the Effective Date, and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to interfere with, the Executive’s duties hereunder. For purposes of this Agreement, all references to either the Bancorp Board or the Bank Board shall be deemed to include references to all committees of either such Board.
Appears in 1 contract
Samples: Chief Executive Officer Employment Agreement (William Penn Bancorporation)
Position and Duties. (a) During the Employment Period, Executive ------------------- will Term (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"as defined in Section 2 hereof), (ii) exclusively the Employee shall serve as the Chief Executive ----- Operating Officer of Holdings LLC the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities that are included in the bylaws of Freehold Properties and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, limited partnership agreement of the Company and their respective subsidiaries (such entities, the "Muzak Entities") Operating Partnership as are they may be further amended from time to time necessary in connection with the -------------- management and affairs of the Muzak Entitiestime, including, but not limited to, (a) participating in lender/investor communications, (b) advising on managing the strategic direction affairs of the Muzak Entities, Company. Employee’s duties shall further include those that the board of directors of Freehold Properties (cthe “Board”) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may shall from time to time reasonably be prescribed by assign that are not inconsistent with the Board which Employee’s position with the Company and that are consistent with the duties outlined above bylaws of Freehold Properties and the limited partnership agreement of the Operating Partnership. The Employee’s principal places of employment with the Company shall be in (a) through (e)Las Vegas, subject Nevada and Nashville, Tennessee, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Employee shall report directly to the authority Board.
(b) During the Employment Term, the Employee shall devote substantially all of the Board Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the proviso set forth in performance of the following sentence. Executive will devote Employee’s duties with the appropriate time and attention Company, provided that the foregoing shall not prevent the Employee from (except for permitted vacation periods, community service and service i) serving on the boards of directors of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatprofit organizations, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s personal investments and/or personal business as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradednecessary, so long as Executive has no direct or indirect participation such activities in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a potential business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneror fiduciary conflict.
Appears in 1 contract
Position and Duties. (a) Employee hereby vacates the position of Vice President of Operations of the Company and agrees to serve as an employee of the Company on a part-time non-exclusive basis. Employee shall report directly to and take direction from the Chief Executive Officer of the Company. Her duties will be assisting with certain projects that the Employee and the Chief Executive Officer agree upon. The exact definition of such projects and the expected duties of the Employee in connection therewith shall be clearly defined in a project description document prior to project commencement. Employee agrees to use her best efforts to perform her duties for the Company diligently and to the best of her ability. During her employment with the Employment PeriodCompany, Executive ------------------- will Employee agrees to: (i) serve on the board Company at all times faithfully, diligently and to the best of directors (or equivalent supervising body) of Holdings LLC (the "Board"), her ability; (ii) exclusively serve as use her best efforts to promote the Chief Executive ----- Officer success of Holdings LLC and the Company and Company's business; (iii) render such managerialcooperate fully in the advancement of the best interests of the Company; and (iv) comply with all policies, analyticalprocedures, administrative, marketing, creative and other executive services to Holdings LLC, practices established by the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary and perform services in accordance with all applicable laws. There will be no minimum or maximum number of hours that the Company will require that the Employee will be available hereunder; provided, that, if the Employee accepts a full-time position with another employer Employee shall be deemed to have terminated her employment with the Company pursuant to Section 4(c) upon the completion of any then - active projects (provided, further, that, if the Employee works up to 50 hours per week for a veterinarian independent clinical laboratory it shall not be considered a full-time position with another employer for purposes of this Section 1).
(b) The Company confirms and agrees that solely the fact that the Employee is working for up to 50 hours per week to initiate a veterinarian independent clinical laboratory shall not be a violation of (i) Section 7(a) of the Employment Agreement; (ii) Section 24 of the Agreement for the Purchase of Certain Business Assets, dated September 10, 2012, among DASH Software, LLC, the Employee and the Company (provided, that, this shall not authorize the use of the Software (as defined in such Agreement) by such, or in connection with the -------------- management and affairs Employee's working for such, veterinarian independent clinical laboratory); (iii) Section 8 of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on Certificate of Designation for the strategic direction Series B Non-Convertible Preferred Stock of the Muzak EntitiesCompany; or (iv) Section 8 of the form of the Certificate of Designation for the Series B Convertible Preferred Stock of CollabRx, (c) rendering sales and marketing services with respect to owned affiliates and national salesInc., (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties attached as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject Annex I to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periodsRegistration Statement on Form S-4 filed by CollabRx, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.Inc.
Appears in 1 contract
Position and Duties. During the Employment Period, the Executive ------------------- will (i) serve in the position set forth on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC Schedule A attached hereto and the Company and (iii) will render such managerial, analytical, administrative, marketing, creative financial and other executive services to Holdings LLCto, and shall have such responsibilities on behalf of, the Company and their respective subsidiaries (such entitiesits Subsidiaries, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak EntitiesCompany and its Subsidiaries, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), each case subject to the authority of the Board of Directors of the Company (the “Board”) to define and to the proviso set forth in the following sentencelimit such executive services consistent with his position. The Executive will devote the appropriate substantially all of his business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities periods and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company and its Subsidiaries, provided that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services be permitted to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any serve, with the prior written consent of the Muzak -------- Entities Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of charitable organizations, (ii) engage in charitable activities and community affairs, and (iii) manage his personal investments and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii) so as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradednot to materially interfere, so long as Executive has no direct individually or indirect participation in the business aggregate, with the performance of such corporationhis duties and responsibilities hereunder. Executive will report to the Board. The Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. During the Employment Period, the Executive’s primary work location shall be the Company’s offices located at 40 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx (the “Company Offices”) or such other location that is within fifty (50) miles of the Company Offices.
Appears in 1 contract
Samples: Executive Employment Agreement (BioRestorative Therapies, Inc.)
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive’s position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location not requiring the Executive’s commute to increase by more than 50 miles from his commute immediately prior to the Change in Control.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- civic or charitable boards or committees, provided that with respect to any corporate board, such service has been pre-approved by the Chief Executive will Officer of the Company, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions on a part-time basis not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage to exceed five hours per week in the business of providing business music programming aggregate and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment PeriodTerm, Employee shall serve as President and Chief Executive ------------------- will Officer of the Company. In so doing, Employee shall have such powers and duties (iincluding holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for president and chief executive officers of an enterprise comparable to the Company. Employee shall report to the Board.
(ii) During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board may from time to time reasonably direct.
(iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or equivalent supervising similar governing body) of Holdings LLC one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (the "Board")which shall not be unreasonably withheld) for such service, (ii2) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iii4) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of Employee’s responsibilities as an employee of the Company in accordance with this Agreement. Company hereby acknowledges and approves that Employee currently serves on the business board of directors of Horizon Health Corporation. Notwithstanding the provisions of Sections 3(a)(ii) and (iii), Employee may continue to fulfill his obligations to Select Medical Corporation, provided such corporation. Executive will report to obligations do not (A) interfere with the Board. Executive will perform his duties performance of Employee’s responsibilities as an Employee of the Company in accordance with this Agreement and responsibilities in a diligent(B) violate Employee’s covenants and obligations under this Agreement, trustworthyincluding Sections 8, businesslike 9 and efficient manner10.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- will shall serve as President of PPG and titled Editor of Txxxx World Magazine (i"TW") serve on and Poker Life Magazine ("PL") and shall have such authority and perform such executive duties as are commensurate with that position. Executive's day to day responsibilities shall include, but not be limited to, running the board sales and editorial staff for TW and PL; soliciting major clients for advertising and promotional events; developing new promotions to increase advertising and sales revenue; overseeing newsstand promotions and sale distribution of directors (or equivalent supervising body) both publications, liaison with Dxxxxx Xxxxx to support Txxxx World pertaining to interviewing and meeting press, press receptions and events - where Dxxxxx Xxxxx appears, and cultivating new business with Dxxxxx Xxxxx such as licensee Txxxx products, event and solicitation of Holdings LLC (Txxxx vendors, licensees and sponsors of the "Board")Apprentice television show and release of Poker Life Magazine, seek new projects, work with CFO and CEO to develop short and long term business strategies, and manage sales manager and internal staff. The Executive's services shall be performed primarily at PPG's headquarters in New York City.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of PPG and, to the Muzak Entities that is extent necessary to fulfill his discharge the duties assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable efforts to perform faithfully such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic, charitable, and professional association boards or indirectly owncommittees, manage(B) deliver lectures or fulfill speaking engagements, control, participate in, consult with, render services for, (C) manage personal investments or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising (D) provide consulting services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedthird parties, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of PPG in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Premier Publishing Group, Inc.)
Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will (i) serve on Employee shall hold the board title of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Vice President - Land. The Company and (iii) render Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such managerial, analytical, administrative, marketing, creative other duties and other executive services authority that are assigned to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with by the -------------- management and affairs Company’s Board of Directors (the “Board”), or such other officer of the Muzak EntitiesCompany as shall be designated by the Board. Employee shall report to the Board, including, but not limited to, (a) participating in lender/investor communications, or to such other officer of the Company as shall be designated by the Board
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Employee agrees to devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany. Executive will report to the Board. Executive will Employee shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner, trustworthyand agrees to comply with all of the policies of the Company, businesslike including such policies with respect to legal compliance, conflicts of interest, confidentiality and efficient mannerbusiness ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “Affiliate” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. (i) During the Employment Period, (A) the Executive’s position (including status, offices and titles), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive ------------------- will was employed immediately preceding the Effective Date or any office or location less than 35 miles from the Executive’s primary residence immediately prior to any relocation. Such position, authority, duties and responsibilities shall be regarded as not commensurate and as inconsistent and result in a diminution for purposes of Section 4(c)(i) if, as a result of a Change of Control, (iI) serve on the board Company becomes a direct or indirect subsidiary of directors another corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or equivalent supervising bodyunincorporated entity is hereinafter referred to as a “parent company”), or (II) all or substantially all of Holdings LLC the assets of the Company are acquired by another corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (the "Board"such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a “parent company”), unless, in each of (I) and (II), (iix) exclusively serve Section 14(c) of this Agreement shall have been complied with by any such parent company and (y) the Executive shall have assumed a position with such parent company and the Executive’s position, authority, duties and responsibilities with such parent company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at any time during the 90-day period immediately preceding the Effective Date, or (III) the Company becomes owned or controlled, directly or indirectly, by more than one other corporation and/or unincorporated entity, as the Chief Executive ----- Officer case may be, which are not owned or controlled, directly or indirectly, by a single parent company, or (IV) more than one unrelated corporation or unincorporated entity acquires a significant portion of Holdings LLC and the assets of the Company and such unrelated corporations or unincorporated entities, as the case may be, are not owned or controlled, directly or indirectly, by a single parent company.
(iiiii) render such managerialDuring the Employment Period, analytical, administrative, marketing, creative and other executive services excluding any periods of vacation and sick leave to Holdings LLCwhich the Executive is entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change of Control Employment Agreement (Tupperware Brands Corp)
Position and Duties. (i) During the ------------------- ------------------- Employment Period: (A) the Executive shall serve as President of Duke Energy Services, which shall comprise all of the non-regulated businesses of the Company other than real estate and telecommunications, and as a member of the Executive Committee of Duke Power Company, which Committee shall have the responsibilities and shall be constituted as set forth in Section 8.15(d) of the Merger Agreement, with such authority, duties and responsibilities as are commensurate with such positions and as may be consistent with such position as may be assigned to him by the Board, provided, however, that in the event the Executive determines in good faith that the terms and conditions of a letter agreement between the Executive and Natural Gas Clearinghouse, dated as of January 16, 1994 (the "Non-Compete Agreement") (attached hereto as Exhibit A), preclude him from assuming any such authority, duty and/or responsibility (each a "Precluded Responsibility") for a period of time (the "Non-Compete Period"), then the Precluded Responsibility or Responsibilities shall not be assumed by the Executive until immediately after the Non-Compete Period; (B) the Executive shall report to Xxxx X. Xxxxxxxx while Xx. Xxxxxxxx is employed by Duke Power Company; and (C) the Executive's services shall be performed at offices of the Company in Houston, Texas. Notwithstanding the foregoing, the Company and the Executive may mutually agree to such changes in the Executive's position, reporting or location of employment as are in the best interests of the Company without violating the provisions of this paragraph.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote substantially all of his attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was performing services immediately preceding the Effective Date or any office or location less than 35 miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, controlfulfill speaking engagements or teach at educational 4 Form 10-K 1995 Stone & Xxxxxxx, participate inIncorporated institutions, consult with, render services for, or in any other manner (C) manage personal investments and (D) engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"activities permitted under Section 2(d) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedEmployment Agreement, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment PeriodTerm, Employee shall serve as Senior Vice President – Strategy and Development of the Company. In so doing, Employee shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for senior vice presidents – Strategy and Development of an enterprise comparable to the Company. Employee shall report to the Chief Executive ------------------- will Officer of the Company (ithe “Reporting Officer”).
(ii) During the Term, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee agrees to devote all of Employee’s business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee hereunder, to (a) use Employee’s best efforts to perform diligently, faithfully, effectively and efficiently such responsibilities, (b) use Employee’s best efforts to promote the interests of the Company; (c) use Employee’s reasonable best efforts to maintain Employer’s status as a participating provider under the Medicare and Medicaid programs; and (d) perform such other duties appropriate for Employee’s position as the Board or the Reporting Officer may from time to time reasonably direct.
(iii) Employee shall not engage, directly or indirectly, in any other business, investment, or activity that interferes with the performance of Employee’s duties under this Agreement, is contrary to the interests of the Company or requires any portion of Employee’s business time; provided, however, that during the Term, it shall not be a violation of this Agreement for Employee to (1) serve on the board of directors (or equivalent supervising similar governing body) of Holdings LLC one or more other companies that do not engage in a Competing Business if the Board has provided prior approval (the "Board")which shall not be unreasonably withheld) for such service, (ii2) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company on corporate, civic, charitable or industry sector association boards or committees, (3) deliver lectures or fulfill speaking engagements and (iii4) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of Employee’s responsibilities as an employee of the Company in accordance with this Agreement. Company hereby acknowledges and approves that Employee currently serves on the business board of directors of Kinetic Concepts, Inc. Notwithstanding the provisions of this Sections 3(a)(ii) and (iii), Employee may continue to fulfill his obligations as a consultant to Advanced Homecare Management, Inc., provided such corporation. Executive will report to obligations do not (A) interfere with the Board. Executive will perform his duties performance of Employee’s responsibilities as an Employee of the Company in accordance with this Agreement and responsibilities in a diligent(B) violate Employee’s covenants and obligations under this Agreement, trustworthyincluding Sections 8, businesslike 9 and efficient manner10.
Appears in 1 contract
Position and Duties. During the Employment Period, Executive ------------------- will (i) serve on Subject to the board terms and conditions of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCthis Agreement, the Company Employer agrees to employ Employee, and their respective subsidiaries (such entities, the "Muzak Entities") as are from time Employee agrees to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed employed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided thatEmployer, during the Employment PeriodTerm (as defined in Section 1(b)).
(ii) During the Employment Term, -------- Employee will serve as Chief Executive will not directly or indirectly ownOfficer of the Employer and the Employee shall report to the Board of Directors and carry out the lawful directions of the Company's Board of Directors.
(iii) At all times during the Employment Term, manageEmployee agrees to (A) perform all services related to Employee's employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Employee's ability, control(B) devote the necessary and requisite business time, participate inattention and energies to the duties of Employee's employment under this Agreement, consult with(C) subject to Section 1(a)(vi), render ensure that the performance of his services forhereunder is his sole business endeavor, or in any other manner engage in and (D) use Employee's best efforts to promote the business of providing business music programming the Employer.
(iv) Employee shall be named to the Company's Board of Directors and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, shall serve during the "Business") other than (i) on behalf of any Employment Term as Chairman of the Muzak -------- Entities or (ii) Board of Directors and as a passive owner of less than 5% member of the outstanding stock Company's Executive Committee. Employer shall take all steps necessary to ensure Employee’s nomination and appointment as a member of a corporation the Board of any class which Directors of the Company as soon as practicable after this Agreement is publicly tradedfully executed by the parties hereto. In the event such appointment is not effectuated and properly documented to Employee’s reasonable satisfaction within seven (7) days of the date of this Agreement, Employee shall have the right to resign, this Agreement shall be deemed to be null and void and Employee shall have no further liability, monetary or otherwise, to Employer. In the event of such resignation, Employee shall be entitled to immediately receive all accrued Annual Base Salary (as defined below).
(v) During the Employment Term and so long as Executive has no direct or indirect participation Sleek, Inc., a Massachusetts corporation (“Sleek”), is not in default under the business Sleek Services Agreement (as defined below), Employee shall be entitled to elect a majority of such corporation. Executive will report the members of the Board of Directors (“Board”) pursuant to the BoardProxy Agreements (as defined below). It is presently anticipated that the Board shall not exceed five (5) members, but if the Board is expanded, Employee will in all cases have the ability to name a majority of its members.
(vi) Notwithstanding Section 1(a)(iii) but subject to Section 5(a) hereof, during the Employment Term, the Employee shall be permitted to act as a director and Chief Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerOfficer of Sleek.
Appears in 1 contract
Samples: Employment Agreement (BSML Inc)
Position and Duties. During 1.1 The Consultant agrees to render to HT the Employment Periodservices as described under Schedule 1 (hereinafter “Consultancy Activities” or the “Activities”)
1.2 The Consultant shall devote time, Executive ------------------- will (i) serve on attention and skills as necessary to fully perform the board Activities, and shall at all times act in the interests of directors (or equivalent supervising body) of Holdings LLC (HT and shall faithfully and diligently perform his activity. In particular, in providing the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCservices, the Company Consultant must, inter alia:
a) act with a view of improving the analysis of vulnerabilities in order to better exploit the potentialities and their respective subsidiaries (such entitiesperformances of RCS;
b) make regular reports at any intervals or on any occasions and on any matters as HT requires;
c) comply with all applicable laws in all jurisdictions in which the Activities are performed;
d) comply with any working practices, rules or procedures applicable to Consultants at any location where the "Muzak Entities"Activities are being performed;
e) as use best endeavours to promote and protect the interests of HT;
f) within the scope of the Activities, comply with all reasonable and lawful instructions given by HT in order to achieve the outcomes desired by HT;
1.3 The Consultant provides the Activities at its own risk. At any time, HT may audit the Consultant to determine that the Activities are from time provided in accordance to time necessary this Agreement.
1.4 The Consultant will immediately inform HT of any event that could have a material adverse effect either generally or in connection with the -------------- management and affairs performance of the Muzak EntitiesActivities or exercise of HT’s rights under this Agreement.
1.5 The Consultant will ensure that all obligations it has under this Agreement and all parts of this Agreement shall be performed by suitably qualified and experienced personnel; to this respect the Consultant agree and undertakes to previously inform in writing HT of any potential engagement of employees agents or consultants to perform the Activities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on being agreed that the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf engagement of any of such employees, agents or consultants must be previously approved in writing by HT the Muzak -------- Entities or (ii) as a passive owner consent of less than 5% which shall not be unreasonably withheld. In any case, HT's consent will be without prejudice to the Consultant's responsibility towards HT for the proper performance of the outstanding stock Activities under this Agreement. It is also agreed that the person in charge of a corporation the project subject matter of this Agreement is – and shall be for the entire duration of this Agreement, unless otherwise agreed in writing or asked in writing by HT.
1.6 The Consultant agrees it will be solely responsible for, for any of the Consultant’s employees, agents and consultants who perform the Services:
a) the payment of all salaries, wages, holiday leave, sick leave and all other benefits to which any of them may be entitled under any contract of employment or services with the Consultant or under any statute or common law;
b) the payment of all taxes, social security payments, insurance and duties in respect of all remuneration and benefits, including employer's and employee's social security insurance contributions;
c) maintenance of, and the costs in respect of the maintenance of, mandatory insurance in respect of personal injury, employer's liability and all other risks of injury or death; and
d) compliance with, and all costs of compliance with, all other statutory, legal and contractual requirements.
1.7 The Consultant must, at the request of HT, prepare and execute any instruments and do any other acts and/or things, as may be necessary or desirable, to enable HT or its nominee to obtain protection of any class which is publicly traded, so long intellectual property rights vested in HT in such parts of the world as Executive has no direct may be specified by HT or indirect participation its nominee and to enable HT to exploit any intellectual property right vested in the business of such corporation. Executive will report HT to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerits best advantage.
Appears in 1 contract
Samples: Consultancy Agreement
Position and Duties. (i) During the Employment ------------------- ------------------- Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from the Executive's primary residence immediately prior to such relocation. For purposes of Section 4(a)(i)(A) such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (I), the Company becomes a direct or indirect subsidiary of another corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or unincorporated entity is hereinafter referred to as a "parent company"), or (II) all or substantially all of the assets of the Company are acquired by another corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a "parent company"), unless, in each case, (x) Section 12 (b) of this Agreement shall have been complied with 2
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change of Control Employment Agreement (Tupperware Corp)
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Employee's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and subject to the provisions of the Employment Agreement, assigned at any time during the 90-day period immediately preceding the Effective Date and (B) subject to the provisions of the Employment Agreement, the Employee's services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location.
(ii) exclusively serve as During the Chief Executive ----- Officer Employment Period, and excluding any periods of Holdings LLC vacation and sick leave to which the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCEmployee is entitled, the Company Employee agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities Employee hereunder and as set forth above; provided that, during in the Employment PeriodAgreement, -------- Executive will to use the Employee's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not directly be a violation of this Agreement for the Employee to (A) serve on corporate, civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, controlfulfill speaking engagements or teach at educational institutions, (C) manage personal investments or (D) participate in, consult with, render services for, as a member or in any other manner engage consultant to professional associations and to otherwise participate in the business activities of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, associations in such manner as has been historically conducted by the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedEmployee, so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the business extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Samples: Change of Control Agreement (Caesars Entertainment Inc)
Position and Duties. (i) During the ------------------- ------------------- Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be (x) prior to a Change of Control, at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the later of the Effective Date or the most recent Renewal Date and (y) upon and after a Change of Control, if any (the Effective Date, Renewal Date or date of a Change of Control, as applicable, is hereafter referred to as the "Applicable Date"), the Executive's position shall be at least commensurate in all respects (disregarding a change or changes that are in the aggregate de minimis) with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Applicable Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Applicable Date or any office which is the headquarters of the Company and is less than 35 miles from such location.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during Company. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement; provided Executive has no direct may not serve on the board of a publicly traded for profit corporation or indirect participation similar body of a publicly traded for profit business organized in other than corporate form without the business consent of the Compensation Committee of the Board of Directors of the Company. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Applicable Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Applicable Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will (i) serve on Employee shall hold the board title of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Vice President - Land. The Company and (iii) render Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such managerial, analytical, administrative, marketing, creative other duties and other executive services authority that are assigned to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with by the -------------- management and affairs Company’s Board of Directors (the “Board”), or such other officer of the Muzak EntitiesCompany as shall be designated by the Board. Employee shall report to the Board, including, but not limited to, (a) participating in lender/investor communications, or to such other officer of the Company as shall be designated by the Board
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Employee agrees to devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany. Executive will report to the Board. Executive will Employee shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner, trustworthyand agrees to comply with all of the policies of the Company, businesslike including such policies with respect to legal compliance, conflicts of interest, confidentiality and efficient mannerbusiness ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no intentional act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit US 4716556v.2
Appears in 1 contract
Samples: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. Section 1.01. The Company hereby continues the employment of the Employee and the Employee hereby accepts continued employment pursuant to the terms of this Agreement. Your employment under this Agreement will take effect on August 12, 2010 (the “Effective Date”) and will continue until the third anniversary of the Effective Date; provided that the term of this Agreement shall automatically be extended for one (1) additional year on the first anniversary of the Effective Date and each anniversary thereafter, unless, not less than ninety (90) days prior to each such date, either party shall have given notice to the other that it does not wish to extend the term. You will be employed by the Company on a full-time basis in the position of Chief Executive Officer and President. In addition, you will serve as an officer of one or more of the Company’s Affiliates without further compensation, as you are requested from time to time. During the Employment Periodterm of this Agreement (the “Term”), Executive ------------------- the Company shall nominate Employee, and use its best efforts to have him elected, to the Board of Directors of the Company (the “Board”) throughout the term of this Agreement and shall include him in the management slate for election as a director at every stockholders meeting during the Term at which his term as a director would otherwise expire. Employee agrees to accept election, and to serve during the Term, as director of the Company.
Section 1.02. You agree to perform the duties of your position and such other duties as reasonably may be assigned to you from time to time by the Board; provided, however, that you shall not be assigned duties that are inconsistent with your position, duties, responsibilities and status with the Company immediately prior to the Effective Date. You also agree that, while employed by the Company, you will (i) serve devote your full business time and your best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. This provision does not prevent you from serving on the board of directors (any business, church, non-profit or equivalent supervising body) charitable organization; provided that such service does not give rise to a conflict of Holdings LLC interest; provided further that such activities do not materially detract from your performance of your duties hereunder and that as a precondition the Board of Directors of the Company (the "“Board"), (ii”) exclusively serve as the Chief Executive ----- Officer has been notified of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and your service on the boards of non-competitive entities such board, and reasonable periods of illness or other incapacity) has agreed in writing to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of permit such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerservice.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive ------------------- will was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. For purposes of Section 4(a)(i) (iA) serve on such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (I) the board Company becomes a direct or indirect subsidiary of directors another corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or equivalent supervising body) of Holdings LLC (the unincorporated entity is hereinafter referred to as a "Boardparent company"), or (II) all or substantially all of the assets of the Company are acquired by another corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a "parent company"), unless, in each case, (x) Section 12(b) of this Agreement shall have been complied with by any such parent company and (y) the Executive shall have assumed a position with such parent company and the Executive's position, authority, duties and responsibilities with such parent company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at any time during the 90-day period immediately preceding the Effective Date.
(ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during During the Employment Period, -------- and excluding any periods of vacation and sick leave to which the Executive will not directly or indirectly ownis entitled, manage, control, participate in, consult with, render services for, or in any other manner engage in the Executive agrees to devote reasonable attention and time during normal business hours to the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any affairs of the Muzak -------- Entities Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (iiB) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, Executive ------------------- will (iA) serve on the board Executive's position (including status, offices, titles and reporting requirements, authority, duties and responsibilities) shall be Vice President and Interim General Counsel of directors (or equivalent supervising body) the Company and he shall report to the Chairman of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer Board of Holdings LLC and the Company and (iiiB) render the Executive's services shall be performed at the principal executive offices of Weatxxxxxxx International, Inc. in Houston, Texas or such managerialother locations as do not unreasonably interfere with the Executive's ability to perform services hereunder.
(ii) During the Employment Period, analytical, administrative, marketing, creative and other executive services excluding any periods of vacation and sick leave to Holdings LLCwhich the Executive is entitled, the Executive agrees to assist the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are on a part-time basis from time to time necessary during normal business hours as the Company may reasonably require in connection the development and implementation of the Company's strategic alternatives; provided, however, that the services of the Executive hereunder shall not materially interfere with the -------------- management and affairs principal employment of the Muzak EntitiesExecutive or, includingin any case, but not limited to, (a) participating in lender/investor communications, (b) advising on require the strategic direction Executive to devote more than 20% of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from his business time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company. The Executive will use his reasonable efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) continue his employment with Weatxxxxxxx Xxxernational, Inc. and its affiliates or other entities by which the Executive is employed, (B) serve on corporate, civic or charitable boards or committees, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions, (D) serve as "Of Counsel" to Fulbright & Jawoxxxx X.X.P. and (E) manage personal investments. It is expressly understood and agreed that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during extent that any such activities have been conducted by the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in prior to the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activitiesdate hereof, the "Business"continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) other than (i) on behalf of any subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report Executive's responsibilities to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, (A) the Executive ------------------- will (i) shall serve on the board Company in the position and with the duties, status and responsibilities of directors (or equivalent supervising body) Chairman of Holdings LLC the Board of Directors of the Company (the "Board"), President and Chief Executive Officer and (B) the Executive's services shall be performed in Pinellas County, Florida.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote full attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is necessary Company and to fulfill his duties use the Executive's reasonable best efforts to perform such responsibilities in a professional manner; provided, however that, pursuant to the Muzak Entities Services Agreement by and among the Company, Maxxim Medical Group, a Texas corporation, Circon Holdings Corporation, a Delaware corporation ("Circon Holdings"), and Circon Corporation, a Delaware corporation ("Circon"), dated as set forth above; provided thatof November 12, 1999 (the "Services Agreement"), the Executive will, during the Employment PeriodPeriod and any extensions thereto in accordance with this Agreement, -------- to the extent requested by the Company, perform services for Circon and Circon Holdings, which, to the extent so requested, shall be deemed part of the Executive's duties with the Company (provided that the Executive will shall be permitted not directly or indirectly own, manage, control, participate in, consult with, render to perform such requested services for, or to the extent such services are inconsistent in any other manner engage in material respect with the business of providing business music programming duties and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any status of the Muzak -------- Entities or (ii) as a passive owner of less than 5% Executive hereunder and, in such event, such duties shall not be deemed to be part of the outstanding stock Executive's duties with the Company). It shall not be a violation of a corporation of any class which is publicly tradedthis Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, in each case, so long as Executive has no direct or indirect participation such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. For purposes hereof, service on corporate boards pursuant to appointments after the business of such corporation. Executive will report date hereof shall be subject to the prior approval of the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerwhich shall not be unreasonably withheld.
Appears in 1 contract
Position and Duties. i) During the Employment Period, Executive ------------------- will (iA) serve on the board of directors Executive's position (or equivalent supervising body) of Holdings LLC (the "Board"including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office which is less than 35 miles from such location.
ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- civic, charitable, furniture industry association or professional association boards or committees (provided the Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in obtains prior approval by the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any Chief Executive Officer of the Muzak -------- Entities Company), (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iiC) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, (1) the Executive ------------------- will shall serve as the Senior Vice President - Sales and Marketing of the Company, (i2) serve on the board Executive's status, and reporting requirements, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of directors those held, exercised and assigned at any time during the 180-day period immediately preceding the Effective Time, and (3) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Time or equivalent supervising bodyany office or location less than sixty (60) of Holdings LLC (the "Board"), miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote full attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully such responsibilities in a manner consistent with prior performance. During the Employment Period it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill his speaking engagements or teach at educational institutions, and (3) manage personal investments (including without limitation land banking for the Company and others), so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Time, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company also may from time to time assign additional or other duties to the Muzak Entities as set forth aboveExecutive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided thatprovided, during however, that no such assignment shall be made without the Employment Period, -------- Executive's prior written consent. If the Executive will not directly is appointed or indirectly own, manage, control, participate in, consult with, render services for, elected an officer or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf director of any of the Muzak -------- Entities Company's affiliates, and the Executive consents in writing to such appointment, the Executive will fulfill his duties as such officer or (ii) as a passive owner director without additional compensation. Upon his termination of less than 5% employment with the Company, the Executive automatically shall cease to be an employee, officer or director of any affiliate of the outstanding stock Company, unless the board of a corporation directors of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany provides otherwise.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, (1) the Executive ------------------- will shall serve as the Senior Vice President - Chief Accounting Officer of the Company and President of Preferred Home Mortgage Company, (i2) serve on the board Executive's status, and reporting requirements, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of directors those held, exercised and assigned at any time during the 180-day period immediately preceding the Effective Time, and (3) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Time or equivalent supervising bodyany office or location less than sixty (60) of Holdings LLC (the "Board"), miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote full attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully such responsibilities in a manner consistent with prior performance. During the Employment Period it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill his speaking engagements or teach at educational institutions, and (3) manage personal investments (including without limitation land banking for the Company and others), so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Time, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company also may from time to time assign additional or other duties to the Muzak Entities as set forth aboveExecutive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided thatprovided, during however, that no such assignment shall be made without the Employment Period, -------- Executive's prior written consent. If the Executive will not directly is appointed or indirectly own, manage, control, participate in, consult with, render services for, elected an officer or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf director of any of the Muzak -------- Entities Company's affiliates, and the Executive consents in writing to such appointment, the Executive will fulfill his duties as such officer or (ii) as a passive owner director without additional compensation. Upon his termination of less than 5% employment with the Company, the Executive automatically shall cease to be an employee, officer or director of any affiliate of the outstanding stock Company, unless the board of a corporation directors of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany provides otherwise.
Appears in 1 contract
Position and Duties. During the Employment PeriodTerm the Employee ------------------- shall, Executive ------------------- will (i) serve on the board behalf of directors (or equivalent supervising body) of Holdings LLC (the "Board")Merck-Medco, (ii) exclusively serve as the Chief Executive ----- Officer and President of Holdings LLC MCV with the principal responsibility of assisting MCV in building a venture capital portfolio primarily in E-healthcare companies and assisting any such portfolio company (a "Portfolio Company") in achieving business ----------------- objectives in its dealings with Merck & Co. Inc., a New Jersey corporation ("Merck"), Merck-Medco, and other corporations, and in such regard shall be responsible for (i) developing and implementing strategy, lead generation, investment decisions and investment evaluation for MCV, (ii) coordinating with the Company appropriate business contacts at Merck-Medco and Merck, (iii) render such managerialbuilding relationships with entrepreneurs and relevant individuals within the investment community, analytical(iv) recruiting, administrativeand (v) overseeing MCV's investment portfolio. The Employee shall report solely and directly to Xxxx Xxxxxx, marketing, creative and other executive services or to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs Chairman of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction Board of MCV if Xxxx Xxxxxx shall cease to be Chairman of the Muzak EntitiesBoard of MCV, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) shall perform such other duties duties, services and responsibilities as may from time to time reasonably be prescribed requested by Xx. Xxxxxx or the Board Chairman of the Board, including without limitation, serving as an officer, advisor or board member, where appropriate, for any Portfolio Companies. During the Employment Term, the Employee's primary business activity shall be the performance of his duties, services and responsibilities set forth herein and the Employee will use his best efforts to promote the interests of Merck-Medco and MCV; provided, however, that during the Employment Term, the -------- ------- Employee shall not engage in any other business activities on behalf of third parties which are consistent interfere with the performance of Employee's duties outlined above hereunder. Notwithstanding the foregoing, the Employee shall be entitled to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (c) manage private investments, in the case of each of (a) through (ec), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct such activities do not materially interfere with the performance of Employee's duties hereunder or indirect participation in the business create a conflict of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerinterest.
Appears in 1 contract
Position and Duties. (a) During the Employment Period:
(1) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date; and
(2) the Executive's services will be performed at the location where the Executive ------------------- will was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location.
(b) The Executive's position, authority, duties and responsibilities shall be regarded as NOT commensurate if, as a result of a Change of Control:
(1) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is referred to in this Agreement as a "parent company");
(2) all or substantially all of the Corporation's assets are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (the other acquiring or controlling corporation or unincorporated entity is referred to in this Agreement as a "successor"), UNLESS, in each case:
(i) serve on the board Section 14 of directors (or equivalent supervising body) of Holdings LLC (the "Board"), this Agreement is complied with; and
(ii) exclusively serve the Executive has assumed a position with the parent company or successor, as the Chief Executive ----- Officer of Holdings LLC case may be, and the Company Executive's position, authority, duties and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection responsibilities with the -------------- management parent company or successor, as the case may be, are at least commensurate in all material respects with the most significant of those held, exercised and affairs assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date; or
(3) more than one unrelated corporation or unincorporated entity acquires a significant portion of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, Corporation's assets.
(c) rendering sales Excluding periods of vacation and marketing services with respect sick leave to owned affiliates which the Executive is entitled, the Executive agrees to devote reasonable attention and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject during normal business hours to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the Corporation's business and affairs of and, to the Muzak Entities that is extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth aboveExecutive under this Agreement, to use the Executive's reasonable best efforts to perform faithfully and efficiently these responsibilities. The Executive may:
(1) serve on corporate, civic or charitable boards or committees;
(2) deliver lectures, fulfill speaking engagements or teach at educational institutions; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices and
(together with all reasonably related activities, the "Business"3) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as Executive has no direct or indirect participation in as, such activities do not significantly interfere with the business performance of such corporationthe Executive's responsibilities. Executive will report It is expressly understood and agreed that, to the Board. extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of these activities (or the conduct of activities similar in nature and scope) subsequent to the Effective Date will perform his duties and not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Corporation.
Appears in 1 contract
Position and Duties. (a) The Company agrees to continue to employ the Executive, and the Executive agrees to be employed, as President and Chief Executive Officer of the Company reporting only to the Board. The Executive shall be the senior-most employee of the Company, and all employees of the Company shall report, directly or indirectly, to the Executive. The Executive shall have such powers, duties, authorities and responsibilities as are consistent with Executive’s position and title and as are in effect immediately prior to the Effective Date; provided that the Executive’s powers, duties, authorities and responsibilities shall be consistent with the provisions of the Company’s amended and restated By-Laws (the “By-Laws”). At all times during the Employment Period (as defined in Section 2 below), the Executive shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board.
(b) During the Employment Period, Executive ------------------- will (i) serve on the board Period and excluding any periods of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCvacation, the Company Executive agrees to devote such time, attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) efforts to the business and affairs of the Muzak Entities Company as may be necessary to discharge the duties and responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such duties and responsibilities.
(c) It shall not be a violation of this Agreement for the Executive to engage in any activity which is, in the good faith opinion of the Executive, not inconsistent with the Company’s interests and prospects, including, without limitation, (a) serving on civic or charitable boards or committees; (b) serving as a director of any company that is necessary not in a Competitive Business (as defined in Section 13(b) below); (c) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; (d) managing personal investments; (e) serving as an officer or director of entities formed to fulfill his manage family or personal investments; and (f) attending conferences conducted by business organizations; provided, however, that such activity does not significantly interfere with the performance of the Executive’s duties and responsibilities hereunder. It is expressly understood and agreed that to the Muzak Entities as set forth above; provided thatextent that any activity has been conducted by the Executive prior to the Effective Date, the continued conduct of such activity (or the conduct of an activity similar in nature and scope thereto) during the Employment Period, -------- Executive will Period shall be deemed not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in to interfere with the business performance of providing business music programming the Executive’s duties and ancillary communications products responsibilities to the Company and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to shall not constitute a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices violation of this Agreement.
(together with all reasonably related activitiesd) Except for periodic travel assignments, the "Business") Executive shall not, without his consent, be required to perform services for the Company at any place other than (i) on behalf of any the principal place of the Muzak -------- Entities or (ii) as Company’s business which shall at all times, unless the Executive otherwise consents, be within a passive owner of less than 5% 20 mile radius of the outstanding stock Company’s current principal place of a corporation of any class which is publicly tradedbusiness. Notwithstanding anything herein to the contrary, so long as the Executive has no direct or indirect participation in the business of such corporation. Executive will report may, at his sole discretion and upon prior written notice to the Board. Executive will perform his duties and responsibilities , relocate at any time to New York, New York in a diligent, trustworthy, businesslike and efficient mannerconnection with the establishment by the Company of executive offices in such city.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- will shall serve as Chief Executive Officer (i) serve on the board of directors (or equivalent supervising body“CEO”) of Holdings LLC the Company, with such authority, duties and responsibilities as are normally attendant to such position and such other duties commensurate with the position of CEO of the Company that may be reasonably assigned by the Company’s Board of Directors (the "“Board"”). The Executive shall report solely and directly to the Board. In addition, the Company shall nominate the Executive for election to the Board each year during the Employment Period.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote all of his business attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities Company, and to use his reasonable best efforts to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that is necessary are not competitors of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable boards or committees, (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as any such activities referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge of the Executive’s responsibilities pursuant to fulfill his duties to this Agreement; provided, however, for the Muzak Entities as set forth above; provided thatavoidance of doubt, during the Employment Period, -------- the Executive will shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in hold any other manner engage in management positions at other companies or any other entities. Notwithstanding the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedforegoing, so long as Executive has no direct or indirect participation in such activities do not interfere with the business of such corporation. Executive will report to the Board. Executive will perform his Executive’s duties and responsibilities in a diligentto the Company, trustworthythe Executive shall be able to manage and oversee Executive’s existing assets and the existing assets and business of TPMC Realty Corporation and its Affiliates (as defined below) (“TPMC”), businesslike but shall not make any new investments on or after the Effective Date unless (1) such investments are passive investments that are not competitive with the Company and efficient mannerthe Executive provides notice to the Company of such investments within ten (10) days following any such investment; or (2) the Executive obtains the prior written consent of the Company, which consent shall not be unreasonably withheld. For purposes of this Agreement, the term “Affiliate” has the meaning given to such term under the Securities Act of 1933.
Appears in 1 contract
Position and Duties. During the Employment Engagement Period, Executive ------------------- Chairwoman will report to the Board and (ia) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively continue to serve as the Chief Executive ----- Officer of Holdings LLC and its Subsidiaries until April 1, 2014 or an earlier date as determined by the Company and Board (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCdate, the Company “CEO End Date”) and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising commencing on the strategic direction of CEO End Date (x) serve as the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority non-executive Chairwoman of the Board and render such services to Holdings and its Subsidiaries as are assigned to Chairwoman by the proviso set forth in Board consistent with her position and (y) serve as a member of the following sentenceBoard. Executive During the Engagement Period, Chairwoman will devote the her best efforts and appropriate business time and attention to her role as Chief Executive Officer or Chairwoman of the Board (except for permitted vacation periods, community service as applicable) and service on the boards of non-competitive entities perform her duties and reasonable periods of illness or other incapacity) responsibilities to the best of her abilities in a diligent, trustworthy, businesslike and efficient manner. For the sake of clarity and subject to Section 8, Chairwoman shall be permitted to continue to perform such business and affairs charitable activities (including her services for Rocky Mountain Children’s Law Center), as she desires, provided that Chairwoman’s performance of the Muzak Entities that is necessary to fulfill his such activities does not interfere in a material manner with Chairwoman’s performance of her duties to the Muzak Entities as set forth abovehereunder; and provided further that, without limiting Section 8, during the Employment Engagement Period, -------- Executive Chairwoman will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming cable television, Internet, data, telephony and ancillary other communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "“Business"”) other than (i) on behalf of Holdings or any of the Muzak -------- Entities Subsidiary or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive Chairwoman has no direct or indirect participation in or managerial influence over the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- shall serve as President and Chief Operating Officer of the Company through June 30, 2000 and thereafter as Chief Executive Officer of the Company with the appropriate authority, duties and responsibilities attendant to such positions including, when requested, serving in a comparable position with respect to any subsidiary of the Company and with the powers and duties set forth in Exhibit B of the Merger Agreement (as amended as of May 25, 1999) ("Exhibit B") and will (i) participate equally, through June 30, 2000, with the then acting Chief Executive Officer of the Company in setting the overall strategic direction of the Company; provided, however, that the Executive shall become the Chief Executive Officer of the Company on such earlier date as the person serving in such capacity immediately after the Effective Date shall cease to hold such position. The Executive shall serve on the board Company's Board of directors (or equivalent supervising body) of Holdings LLC Directors (the "Board")) during the Employment Period, shall be a member of such committees as contemplated pursuant to Exhibit B or otherwise appointed to by the Board and shall succeed to the position of Chairman of the Board when the person serving in such capacity immediately after the Effective Date shall cease to hold that position, but in no event later than July 1, 2005.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote substantially all of his attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and its subsidiaries and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any prior approval of the Muzak -------- Entities Board, on corporate, civic or charitable boards or committees (iiB) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively shall serve as the Chief Executive ----- Officer Chairman of Holdings LLC the Company, and in such other position or positions with the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective its subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the Executive’s position, and shall have such duties outlined above in (a) through (e), subject and responsibilities as are assigned to the authority Executive by the Board. The Executive shall also continue to serve as a member of the Board for so long as the Executive continues to serve as the Chairman or for so long as the Board may request the Executive to serve on the Board. At such time as the Executive’s employment relationship ends, upon the request of the Board, the Executive will transition to a non-employee role as the Chairman of the Board, and the parties will memorialize the terms of such new role in a separate agreement prior to the proviso set forth in date of such transition.
(ii) During the following sentence. Executive will devote the appropriate time Employment Period, and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable excluding any periods of illness or other incapacitypaid time off and leave to which the Executive is entitled, the Executive agrees to devote approximately 50% of his time during normal business hours (i.e., approximately 20 hours per week) to the business and affairs of the Muzak Entities that is necessary Company, to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, -------- it shall not be a violation of this Agreement for the Executive will not directly to (A) be employed by the Company or indirectly ownany of its subsidiaries or affiliates, manage(B) serve on corporate, controlcivic or charitable boards or committees, participate in(C) deliver lectures, consult withfulfill speaking engagements or teach at educational institutions, render services for(D) serve as a non-executive outside director on the boards of directors and any board committees (or board of managers, as the case may be) of Miromatrix Medical, Inc., Osprey Medical, Inc. and NeuroMedic, Inc. or in any other manner engage non-executive outside director positions that are pre-approved by the Board and (E) manage personal investments, in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, each case so long as Executive has no direct or indirect participation such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manneraccordance with this Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (CHF Solutions, Inc.)
Position and Duties. (a) During the Employment PeriodTerm (as defined in Section 2 hereof), the Employee shall serve as the President of the Company. In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Executive ------------------- will Chairman (the “Chairman”) of the Board of Directors of the Company (the “Board”) and the Board shall designate from time to time that are not inconsistent with the Employee’s position as the President of the Company. The Employee shall report to the Chairman and the Board.
(b) During the Employment Term, the Employee shall devote substantially all of the Employee’s business time, energy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided, that the foregoing shall not prevent the Employee from (i) serve on serving Hayground Cove Asset Management LLC, Hayground Cove Capital Partners LLC or their respective affiliates (collectively, “Hayground”), so long as such service does not limit the board operations of directors (or equivalent supervising body) of Holdings LLC (the "Board")Company, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service serving on the boards of directors of organizations on whose boards of directors he currently sits that have been disclosed to the Board (including, without limitation, Universal Health Services, Inc. (collectively with its subsidiaries and affiliates, “UHS”) and Park Hill Tenants Corp. (collectively with its subsidiaries and affiliates, “PHTC”)) or those of non-competitive entities profit organizations and, with the prior written approval of the Board (or the applicable committee(s) thereof) in each instance, other for-profit companies, (iii) participating in charitable, civic, educational, professional, community or industry affairs or serving on advisory boards and reasonable periods committees, and (iv) managing the Employee’s passive personal investments; provided further, that without derogating from the foregoing, in no event shall the Employee be obligated to devote any specific portion of illness or other incapacity) his time to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany’s affairs.
Appears in 1 contract
Samples: Employment Agreement (Reunion Hospitality Trust, Inc.)
Position and Duties. (i) During the Employment Period and prior to a Change of Control Date, (A) if the Board determines that the Executive has been performing her duties in accordance with Section 4(a)(iii) hereof, it shall re-elect the Executive to the position of Executive Vice President, Corporate Affairs and General Counsel with substantially similar duties to the position held by the Executive on the Effective Date of the Plan, (B) the Executive shall report directly to the President and Chief Executive Officer of the Company, and (C) the Executive’s services shall be performed at the Executive’s location on the Effective Date, the Company’s headquarters, or a location where a substantial activity for which the Executive has responsibility is located.
(ii) During the Employment Period and on and following a Change of Control Date, (A) the Executive’s position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Change of Control Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control Date or any office or location within the Washington, D.C. metropolitan area.
(iii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive ------------------- will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote reasonable attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive hereunder, during to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment PeriodPeriod it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, -------- Executive will not directly civic or indirectly owncharitable boards or committees, manage(B) deliver lectures, control, participate in, consult with, render services for, fulfill speaking engagements or in any other manner engage in the business of providing business music programming teach at educational institutions and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business"C) other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradedmanage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is also expressly understood and agreed that to the extent that such activities have been conducted by the Executive has no direct or indirect participation in prior to the business Effective Date, the continued conduct of such corporation. Executive will report activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Board. Executive will perform his duties and Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Company.
Appears in 1 contract
Position and Duties. (a) During the Employment PeriodTerm, Executive ------------------- will (i) serve on Employee shall hold the board title of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Vice President - Engineering. The Company and (iii) render Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such managerial, analytical, administrative, marketing, creative other duties and other executive services authority that are assigned to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with by the -------------- management and affairs Company’s Board of Directors (the “Board”), or such other officer of the Muzak EntitiesCompany as shall be designated by the Board. Employee shall report to the Board, including, but not limited to, (a) participating in lender/investor communications, or to such other officer of the Company as shall be designated by the Board
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Employee agrees to devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany. Executive will report to the Board. Executive will Employee shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner, trustworthyand agrees to comply with all of the policies of the Company, businesslike including such policies with respect to legal compliance, conflicts of interest, confidentiality and efficient mannerbusiness ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee’s performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no intentional act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company’s business and shall not appropriate for Employee’s own benefit US 4716556v.2
Appears in 1 contract
Samples: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. (i) Subject to the terms and conditions of this Agreement, the Employer agrees to employ Employee, and Employee agrees to remain in the employ of the Employer, during the Employment Period referred to in Section 1(b).
(ii) During the Employment Period, Executive ------------------- Employee will (i) serve on the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief of Staff of the Employer, and shall at all times report directly to the Chief Executive ----- Officer of Holdings LLC Holdco (the “CEO”); provided, that Employee shall have such other powers and the Company and (iii) render perform such managerial, analytical, administrative, marketing, creative and other executive services additional duties as may be assigned or delegated to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent CEO. During the Employment Period, Employee shall at all times have the powers and authority commensurate with the duties outlined above in her position.
(aiii) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, At all times during the Employment Period, -------- Executive will not directly or indirectly ownEmployee agrees to (A) perform all services related to Employee’s employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of Employee’s ability, manage(B) devote her full business time and attention and energies to the duties of Employee’s employment under this Agreement, control, participate in, consult with, render services for, or in any other manner engage in and (C) use Employee’s reasonable best efforts to promote the business of providing business music programming Holdco and ancillary communications products its Controlled Affiliates. Notwithstanding the foregoing, during the Employment Period and services including broadcast data deliverythereafter, satellite delivered cable television channelsEmployee may continue to serve as a manager and/or on any board of directors, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf trustees of any business corporation, partnership or any charitable organization which she currently serves, each set forth on Annex A attached hereto, and subject to the prior approval of the Muzak -------- Entities board of directors of Xxx Summer GP, LLC (the “Board”) during the Employment Period, Employee may accept appointment to serve on any board of directors or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation trustees of any class which is publicly tradedbusiness organization or any charitable organization, so long as Executive has no direct as, in each case, (x) such activities do not, individually or indirect participation in the aggregate, conflict or materially interfere with the performance of Employee’s duties or obligations hereunder and (y) such business organization is not engaged in activities that compete with the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerHoldco or any of its Controlled Affiliates.
Appears in 1 contract
Samples: Employment Agreement (Edelman Financial Group Inc.)
Position and Duties. During the Employment Period, Laubich will render to Glenx Xxxxxxx, Xxmex Xxxxxxxxxx, Xxmex XxXxxxx xxx/or Stevxx Xxxxxx ("Xenior Executive ------------------- Officers") such services of an advisory or consultative nature as the Senior Executive Officers may reasonably request, to enable the Company to continue to have the benefit of his experience and knowledge of the affairs of the Company and of his reputation, experience and contacts in the industry and to assist in the transition of Laubich's duties to Glenx Xxxxxxx. Xxtil such time as Rufrxxx xxxmences full-time employment with the Company ("Rufrxxx Xxxrt Date"), Laubich shall devote not less than five full days per week (excluding holidays) to performing his duties for the Company. During the remainder of the Employment Period, Laubich shall devote not less than three full days per week to performing his duties for the Company. During the Employment Period and throughout the period Laubich is a director of the Company, Laubich shall support and shall not, directly or indirectly, take or cause any action to be taken which may interfere with any proposal to be submitted to shareholders of the Company which has been approved by the Board (whether or not such approval was unanimous and whether or not Laubich voted in favor of or agreed with such proposal) ("Shareholder Proposal") and shall vote or cause to be voted all shares of common stock of the Company owned or controlled by Laubich in favor of each Shareholder Proposal. During the Employment Period, Laubich agrees that he will (i) not serve on as a member of the board of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf trustees of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation competitive shopping center REITs set forth in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.Exhibit A.
Appears in 1 contract
Samples: Employment Agreement (New Plan Excel Realty Trust Inc)
Position and Duties. During (a) Effective October 24, 2012 and continuing through the remainder of the Employment PeriodTerm, Executive ------------------- will (i) serve on Employee shall hold the board title of directors (or equivalent supervising body) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Vice President - Drilling. The Company and (iii) render Employee agree that the Employee shall have duties and responsibilities consistent with the position set forth above in a company the size and of the nature of the Company, and such managerial, analytical, administrative, marketing, creative other duties and other executive services authority that are assigned to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are Employee from time to time necessary in connection with by the -------------- management and affairs Company's Board of Directors (the “Board”), or such other officer of the Muzak EntitiesCompany as shall be designated by the Board. Employee shall report to the Board, including, but not limited to, (a) participating in lender/investor communications, or to such other officer of the Company as shall be designated by the Board.
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales Employee agrees to devote his best efforts and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate his full business time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporationCompany. Executive will report to the Board. Executive will Employee shall perform his duties and responsibilities to the best of his abilities in a diligentdiligent and professional manner, trustworthyand agrees to comply with all of the policies of the Company, businesslike including such policies with respect to legal compliance, conflicts of interest, confidentiality and efficient mannerbusiness ethics as are from time to time in effect. During the Employment Term, Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts or interferes with the duties and responsibilities of Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without the prior written approval of the Company or engage in or be employed by any other business; provided, however, that the foregoing provisions of this Section 2 shall not limit or prohibit Employee from engaging in community, charitable and social activities, personal investment activities and the endeavors set forth on Exhibit A attached hereto, in each case not interfering with the Employee's performance and obligations hereunder. For the avoidance of doubt, this Section 2 shall not limit or prohibit Employee from providing services to or for the benefit of the Xxxxxxxx Entities pursuant to the Second Amended and Restated Service Agreement dated as of March 1, 2005 by and among the Company and the Xxxxxxxx Entities (as defined therein), as amended from time to time.
(c) Employee acknowledges and agrees that Employee owes a duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all significant business opportunities pertaining to the Company's business and shall not appropriate for Employee's own benefit business opportunities concerning the subject matter of the fiduciary relationship. Except as set forth in Section 5(d)(ii), for purposes of this Agreement, the term “Affiliate” shall mean an individual or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Clayton Williams Energy Inc /De)
Position and Duties. During the Employment Period, Executive ------------------- you will (i) serve on as Vice President - Finance and Chief Financial Officer of the board Company and will have the usual and customary duties, responsibilities and authority of directors (or equivalent supervising body) a person in such positions and such other duties assigned to you by the Board of Holdings LLC Directors of the Company (the "“Board"”) and/or the Chief Executive Officer of the Company (the “CEO”), in either case, which are consistent with your position, and (ii) provide advice and assistance to the CEO and Board with respect to (A) soliciting and developing relationships with prospective investors and broker-dealers, (B) evaluating and negotiating the terms and conditions for completing a project intended to result in the consummation of a private placement of shares of the common stock of the Company for gross proceeds of between $20 million and $40 million (the “PPO”), (iiC) exclusively serve appropriate documentation, including a private placement memorandum and stock purchase agreement (the “PPO Documents”), (D) the disclosures and appropriate language to be contained in the PPO Documents, (E) marketing and other strategies with respect to the PPO and (F) other general advice regarding the PPO and such other matters as the Chief Executive ----- Officer of Holdings LLC Company may, in its sole discretion, request (collectively, the “Private Offering Services”). In providing the Private Offering Services, you will (x) follow all directives given to you by, and not take any action without the Company express written approval of, the CEO or Board with respect to all matters relating to the Private Offering Services and (iiiz) render not act in any manner or take any action which would require you to be registered as a broker or be an affiliated person of a broker registered under the Securities Exchange Act of 1934, as amended. You will report directly to the CEO, unless otherwise directed by the Board. You will devote your full working time (the “Contractual Required Work Time”), efforts and attention to, and shall diligently and conscientiously perform the duties of, such managerialpositions. In addition to performing such duties for the Company, analyticalyou may be required to perform similar duties for the Company’s existing subsidiaries or affiliates, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective and/or any subsidiaries (such entities, the "Muzak Entities") as are and/or affiliates which may be formed or acquired from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, Tyme Inc., a Delaware corporation, and Luminant Biosciences, LLC (a) participating in lender/investor communicationscollectively, (b) advising on all such subsidiaries and/or affiliates shall be referred to as the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e“Affiliates”), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.
Appears in 1 contract
Position and Duties. (i) During the Employment Period, (1) the Executive ------------------- will shall serve as the Executive Vice President and Chief Construction Officer of the Company, (i2) serve on the board Executive's status, and reporting requirements, authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of directors those held, exercised and assigned at any time during the 180-day period immediately preceding the Effective Time, and (3) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Time or equivalent supervising bodyany office or location less than sixty (60) of Holdings LLC (the "Board"), miles from such location.
(ii) exclusively serve as During the Chief Employment Period, and excluding any periods of vacation and sick leave to which the Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLCis entitled, the Company Executive agrees to devote full attention and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to perform faithfully such responsibilities in a manner consistent with prior performance. During the Employment Period it shall not be a violation of this Agreement for the Executive to (1) serve on corporate, civic or charitable boards or committees, (2) deliver lectures, fulfill his speaking engagements or teach at educational institutions, and (3) manage personal investments (including without limitation land banking for the Company and others), so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an Executive of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Time, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Time shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. The Company also may from time to time assign additional or other duties to the Muzak Entities as set forth aboveExecutive in conjunction with the restructuring of the Parent and its subsidiaries, which additional or other duties shall be reasonably consistent with the Executive's experience and position with the Company; provided thatprovided, during however, that no such assignment shall be made without the Employment Period, -------- Executive's prior written consent. If the Executive will not directly is appointed or indirectly own, manage, control, participate in, consult with, render services for, elected an officer or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf director of any of the Muzak -------- Entities Company's affiliates, and the Executive consents in writing to such appointment, the Executive will fulfill his duties as such officer or (ii) as a passive owner director without additional compensation. Upon his termination of less than 5% employment with the Company, the Executive automatically shall cease to be an employee, officer or director of any affiliate of the outstanding stock Company, unless the board of a corporation directors of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerCompany provides otherwise.
Appears in 1 contract
Position and Duties. A. During the Employment PeriodTerm of this Agreement, Executive ------------------- will shall be the Chief Financial Officer of the Company and shall have such duties and responsibilities as are customary for such position and consistent with those duties and responsibilities of a Chief Financial Officer of a corporation that is comparable to the Company. Executive shall report directly to the Chief Executive Officer of the Company and to the Board of Directors of the Company (the “Board”). Executive’s services shall be performed at the offices of the Company located in New York, NY or an office that is located no more than 25 miles from such offices, subject to reasonable travel requirements.
B. Excluding periods of vacation, sick leave and disability to which Executive is entitled pursuant to the terms of this Agreement, during the Term, Executive agrees to devote substantially all of his business time to the performance of his duties and responsibilities under this Agreement; provided that Executive may (i) serve engage in civic or charitable activities, including serving on the board of directors (corporate, civic, educational, philanthropic or equivalent supervising body) of Holdings LLC (the "Board")charitable boards or committees, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company manage Executive’s personal investments and (iii) render perform consulting services under the Consulting Agreement (as defined below) subject to the terms and conditions prescribed in Section II.C below, provided further, that, in each case, such managerialactivities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder.
C. From time to time, analyticalExecutive may perform Consulting Services (as defined below) for CBS Corporation or its successor (“CBS”), administrativeas successor to Viacom, marketingInc., creative pursuant to a Consulting Agreement dated February 28, 2005 between Executive and Viacom, Inc. (the “Consulting Agreement”). Under the Consulting Agreement, Executive has agreed to provide CBS with consulting services concerning any questions relating to the Westinghouse discontinued operations, the Viacom/CBS merger and any other executive services matters within the scope of Executive’s responsibilities while he was employed by Viacom, Inc. or its predecessors prior to Holdings LLCFebruary 28, 2005 on which his expertise is sought (the “Consulting Services”) for the period ending December 31, 2008, subject to earlier termination under certain circumstances, and for up to 150 hours for each of (i) the period from July 1, 2006 to December 31, 2006, (ii) calendar year 2007 and (iii) calendar year 2008. Executive may perform Consulting Services pursuant to the Consulting Agreement during the term thereof; provided, however, that:
1. Executive represents and warrants to the Company that he is not aware of any actual or potential conflicts between the Consulting Services currently being provided and the interests of the Company and Executive has provided a written notice to the Chief Executive Officer of the Company describing the material terms of such current Consulting Services;
2. If Executive intends to provide Consulting Services with respect to a new assignment under the Consulting Agreement (a “Consulting Assignment”), he shall provide written notice to the Chief Executive Officer of the Company describing the material terms of such Consulting Assignment;
3. The Company, within the ten (10) business day period after receipt of such written notice by the Chief Executive Officer of the Company (the “Determination Period”), shall determine, in good faith, whether such Consulting Assignment presents an actual or potential conflict with the interests of the Company;
4. If the Company determines, in good faith, that such Consulting Assignment presents an actual or potential conflict with the interests of the Company, the Company may, in its sole discretion, notify Executive in writing of such determination within the Determination Period and their respective subsidiaries (instruct Executive to refrain from undertaking such entitiesConsulting Assignment, in which case Executive shall so refrain from providing such Consulting Services with respect to such Consulting Assignment;
5. If the Company does not instruct the Executive to refrain from undertaking such Consulting Assignment as set forth in Section II.C.4 above, Executive may undertake such Consulting Assignment and provide Consulting Services in connection therewith, provided, however, that if Executive or the Company at any time becomes aware of an actual or potential conflict between the interests of the Company and the Consulting Services being provided pursuant to such Consulting Assignment, the "Muzak Entities") as are party becoming aware of such actual or potential conflict shall provide written notice of such actual or potential conflict to the other party hereto and, if so requested by the Company, Executive shall refrain from time to time necessary performing any further Consulting Services in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable periods of illness or other incapacity) to the business and affairs of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided that, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) on behalf of any of the Muzak -------- Entities or (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannerConsulting Assignment.
Appears in 1 contract
Position and Duties. (a) You will commence employment on September 15, 2016, or such other date as the Company and you may agree, (the “Start Date”) on a full-time basis, as its President and Chief Executive Officer reporting to the Board of Directors of the Company (the “Board”). During your employment, you will serve as a member of the Employment PeriodBoard, Executive ------------------- and you may be asked from time to time to serve as a director or officer of one or more of the Company’s subsidiaries, in each case, without further compensation. If your employment with the Company terminates for any reason, then concurrently with such termination, you will be deemed to have resigned from the Board and any director, officer, trustee, or other positions you may hold with the Company, the Company’s subsidiaries, or any of their respective related committees, trusts, or other similar entities, in each case unless otherwise agreed in writing by the Company and you.
(b) You agree to perform the duties of your position and such other duties as may reasonably be assigned to you consistent therewith from time to time. You also agree that, while employed by the Company, you will devote your full business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its subsidiaries and to the discharge of your duties and responsibilities for them. Subject to Section 3 hereof and so long as such activities do not interfere with the performance of your duties or create a potential business conflict, you may, however, (i) without the Board’s prior written consent participate in charitable, civic, educational, professional, community and industry affairs, and (ii) with the Board’s prior written consent serve on the board of directors of one (or equivalent supervising body1) of Holdings LLC (the "Board"), (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services for-profit public company. The Board hereby consents to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and your continued service on the boards of non-competitive entities the organizations set forth on Exhibit A in a substantially similar manner and reasonable periods of illness or other incapacity) to the business and affairs a substantially similar degree as of the Muzak Entities that is necessary to fulfill his duties to the Muzak Entities as set forth above; provided date hereof.
(c) You agree that, during while employed by the Employment PeriodCompany, -------- Executive you will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together comply with all reasonably related activitiesCompany policies, the "Business") other than (i) on behalf practices and procedures and all codes of any of the Muzak -------- Entities ethics or (ii) business conduct applicable to your position, as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation. Executive will report effect from time to the Board. Executive will perform his duties and responsibilities in a diligent, trustworthy, businesslike and efficient mannertime.
Appears in 1 contract
Samples: Employment Agreement (pSivida Corp.)
Position and Duties. (a) During the Employment Period, the Executive ------------------- will shall (i) serve on as a senior executive officer of the board Company and as a director and senior executive officer of directors (or equivalent supervising body) of Holdings LLC (the "Board")Company's subsidiary, Ascent Sports Holdings, Inc.; (ii) exclusively serve assist with the management of the sports-related businesses owned and operated as of the Chief Executive ----- Officer Effective Date by the Company and its subsidiaries (collectively, "Ascent") and the closing of Holdings LLC the sale of such sports-related businesses; (iii) assist with the preparation and filing of SEC filings for Ascent and the maintenance of administrative functions for Ascent; (iv) seek and develop community development opportunities for LMC and the Company to consider; and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, (b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (fv) perform such other duties as may from time to time reasonably be prescribed mutually agreed by the Board which are consistent with Company and the duties outlined above in Executive.
(ab) through (e)During the Employment Period, subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable excluding any periods of illness or other incapacity) vacation and sick leave to which the Executive is entitled, the Executive shall devote reasonable attention and time during normal business hours to the business and affairs of the Muzak Entities that is Company and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatExecutive under this Agreement, during use the Employment PeriodExecutive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. Subject to the provisions of Section 7 below, -------- it shall not be considered a violation of the foregoing for the Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than (i) serve on behalf of any of the Muzak -------- Entities corporate, civic or charitable boards or committees, (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments, and (iv) engage in employment with, or provide consulting services to, one or more other entities, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement.
(c) The Executive's services shall be performed primarily at the principal office location where the Executive has no direct performed his duties immediately prior to the Effective Date (or indirect participation in the business otherwise within 35 miles of such corporation. Executive will report office), subject to the Board. Executive will any reasonable travel requirements necessary to perform his duties and responsibilities in a diligenthereunder (which shall not require any more travel than was customary for the Executive prior to the Effective Date).
(d) During the Employment Term, trustworthy, businesslike and efficient mannerthe Executive shall report to Gary X. Xxxxxx xx such other individual as the Board designates by notice to the Executive.
Appears in 1 contract
Samples: Employment Agreement (Ascent Entertainment Group Inc)
Position and Duties. (a) During the Employment Period, Executive ------------------- will the Employee's position (iincluding status, offices, titles and reporting requirements, authority, duties and responsibilities) serve on shall be at least commensurate in all material respects with those held, exercised and assigned at any time during the board of directors (or equivalent supervising body) of Holdings LLC (90-day period immediately preceding the "Board")Commencement Date, (ii) exclusively serve as the Chief Executive ----- Officer of Holdings LLC and the Company and (iii) render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings LLC, the Company and their respective subsidiaries (such entities, the "Muzak Entities") as are from time to time necessary in connection with the -------------- management and affairs Employee's principle place of business shall be located within a 50 mile radius of the Muzak Entities, including, but not limited to, (a) participating in lender/investor communications, location of said principle place of business immediately preceding the Commencement Date.
(b) advising on the strategic direction of the Muzak Entities, (c) rendering sales and marketing services with respect to owned affiliates and national sales, (d) pursuing acquisitions, (e) assisting with independent affiliate relations and (f) perform such other duties as may from time to time reasonably be prescribed by the Board which are consistent with the duties outlined above in (a) through (e), subject to the authority of the Board and to the proviso set forth in the following sentence. Executive will devote the appropriate time and attention (except for permitted vacation periods, community service and service on the boards of non-competitive entities and reasonable Excluding periods of illness or other incapacity) vacation and sick leave to which the Employee is entitled, the Employee agrees during the Employment Period to devote substantially all of his attention and time during normal business hours to the business and affairs of the Muzak Entities that is Employer and, to the extent necessary to fulfill his duties discharge the responsibilities assigned to the Muzak Entities as set forth above; provided thatEmployee hereunder, during the Employment Period, -------- Executive will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing business music programming to use reasonable best efforts to perform faithfully and ancillary communications products and services including broadcast data delivery, satellite delivered cable television channels, audio marketing and in-store advertising services to a diverse customer base that includes, among others, restaurants, retailers, supermarkets and business offices (together with all reasonably related activities, the "Business") other than efficiently such responsibilities. The Employee may (i) serve on behalf of any of the Muzak -------- Entities corporate, civic or charitable boards or committees, (ii) as a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly tradeddeliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as Executive has no direct or indirect participation in such activities do not interfere with the business performance of such corporation. Executive will report the Employee's responsibilities to the BoardEmployer. Executive will perform his duties It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Commencement Date, such prior conduct of activities, and any subsequent conduct of activities similar in nature and scope, shall not thereafter be deemed to interfere with the performance of the Employee's responsibilities in a diligent, trustworthy, businesslike and efficient mannerto the Employer.
Appears in 1 contract
