Position, Duties and Authority. During the Term (as defined below), Executive shall serve as President and Chief Executive Officer of Employer and its subsidiary, Acies, Inc., and in such other position or capacity for Employer and/or its affiliates and subsidiaries as Employer may request, and shall have such responsibilities, duties and authority that are customary for the positions of President and Chief Executive Officer, subject at all times to the control and direction of the Board of Directors of Employer (the "Employer Board") and the Board of Directors of Acies, Inc. (the "Acies, Inc. Board," and together with the Employer Board, the "Boards") and shall perform such services as customarily are provided by the President and Chief Executive Officer of a corporation and such other services consistent with his positions, as shall be assigned to him from time to time by the Boards. During the Term, Employer shall take reasonable and lawful actions to cause Executive to be re-nominated to serve on the Boards. During the Term, Executive shall (A) report to the Boards, (B) serve Employer and its affiliates and subsidiaries faithfully and to the best of Executive's ability, and (C) except during any period of illness or incapacity or vacation to which he is entitled, devote all of Executive's business time, attention, skill and efforts exclusively to the business and affairs of Employer and its affiliates and subsidiaries and the promotion of their interests; provided, however, Executive may engage in charitable, educational, religious, civic and similar types of activities and serve as a member of the board of directors of other entities to the extent that such activities and/or memberships do not inhibit or prohibit the performance of Executive's duties hereunder, inhibit, conflict with or compete with the business of Employer or its affiliates and subsidiaries, or otherwise violate the terms of Article V below and provided that Executive promptly discloses such activities and/or memberships to the Boards. Nothing in this Section 2.01 shall be deemed to preclude Executive from making passive investments (constituting ownership of less than five (5%) percent of any class of equity interest) in a publicly held corporation, or passive investments (constituting ownership of less than a controlling interest) in a non-public business, firm or entity, so long as such investment does not interfere with Executive's duties to Employer, its affiliates or subsidiaries or otherwise violate the terms of the provisions set forth in Article V hereof. Executive shall perform his duties in a diligent manner; shall not engage in activities that are or could be detrimental to the existing or future business or reputation of Employer or its affiliates and subsidiaries; and shall observe and comply with all laws, customs, standards of business ethics and honest business practices, and policies and procedures of Employer and its affiliates and subsidiaries in place from time to time. Executive's principal base of operation for the performance of Executive's duties under this Agreement shall be in New York, New York; provided, however, that Executive shall perform such duties and responsibilities at such other places as shall from time to time be reasonably necessary to fulfill Executive's obligations under this Agreement in the discretion of Employer.
Appears in 1 contract
Samples: Employment Agreement (Acies Corp)
Position, Duties and Authority. During the Term (as defined below), Executive shall serve as President and Chief Executive Officer of Employer and its subsidiary, Acies, Inc., and in such other position or capacity for Employer and/or its affiliates and subsidiaries as Employer may request, and shall have such responsibilities, duties and authority that are customary for the positions of President and Chief Executive Officer, subject at all times to the control and direction of the Board of Directors of Employer (the "Employer Board") and the Board of Directors of Acies, Inc. (the "Acies, Inc. Board," and together with the Employer Board, the "Boards") and shall perform such services as customarily are provided by the President and Chief Executive Officer of a corporation and such other services consistent with his positions, as shall be assigned to him from time to time by the Boards. During the Term, Employer shall take reasonable and lawful actions to cause Executive to be re-nominated to serve on the Boards. During the Term, Executive shall (A) report to the Boards, (B) serve Employer and its affiliates and subsidiaries faithfully and to the best of Executive's ability, and (C) except during any period of illness or incapacity or vacation to which he is entitled, devote all of Executive's business time, attention, skill and efforts exclusively to the business and affairs of Employer and its affiliates and subsidiaries and the promotion of their interests; provided, however, Executive may engage in charitable, educational, religious, civic and similar types of activities and serve as a member of the board of directors of other entities to the extent that such activities and/or memberships do not inhibit or prohibit the performance of Executive's duties hereunder, inhibit, conflict with or compete with the business of Employer or its affiliates and subsidiaries, or otherwise violate the terms of Article V below and provided that Executive promptly discloses such activities and/or memberships to the Boards. Nothing in this Section 2.01 shall be deemed to preclude Executive from making passive investments (constituting ownership of less than five (5%) percent of any class of equity interest) in a publicly held corporation, or passive investments (constituting ownership of less than a controlling interest) in a non-public business, firm or entity, so long as such investment does not interfere with Executive's duties to Employer, its affiliates or subsidiaries or otherwise violate the terms of the provisions set forth in Article V hereof. Executive shall perform his duties in a diligent manner; shall not engage in activities that are or could be detrimental to the existing or future business or reputation of Employer or its affiliates and subsidiaries; and shall observe and comply with all laws, customs, standards of business ethics and honest business practices, and policies and procedures of Employer and its affiliates and subsidiaries in place from time to time. Executive's principal base of operation for the performance of Executive's duties under this Agreement shall be in New YorkMiami, New YorkFlorida; provided, however, that Executive shall perform such duties and responsibilities at such other places as shall from time to time be reasonably necessary to fulfill Executive's obligations under this Agreement in the discretion of Employer. Furthermore, Executive shall not be precluded from serving on the Board of Directors of and/or performing services for Merchant Capital Holding Corp. or Star Capital Management, LLC or any of their subsidiary companies, which entities the Employer acknowledges currently provide services in competition with the Employer (the “Excluded Businesses”).
Appears in 1 contract
Samples: Employment Agreement (Acies Corp)
Position, Duties and Authority. During the Term (as defined below), Executive Employee shall serve as President and Co-Chief Executive Officer of Employer and its subsidiary, Acies, Inc., and in such other position or capacity for Employer and/or its affiliates and subsidiaries as Employer may request, and shall have such responsibilities, duties and authority that as are customary for the positions of President consistent with such position and Chief Executive Officeras may, subject at all times from time to the control and direction of the time, be reasonably assigned by Employer's Board of Directors of Employer (the "Employer Board") ). Any substantial changes to such responsibilities, duties and the Board of Directors of Acies, Inc. (the "Acies, Inc. Board," and together with the Employer Board, the "Boards") and shall perform such services as customarily are provided by the President and Chief Executive Officer of a corporation and such other services consistent with his positions, as authority shall be assigned provided to him from time Employee in writing or otherwise agreed to time by the Boardsbetween Employer and Employee. During the Term, Employer shall take reasonable and lawful actions to cause Executive Employee to be re-nominated to serve on the BoardsBoard and, for as long as Executive continues to be a member of the Board, Employer shall continue to appoint him to serve as Vice Chairman of the Board. During the Term, Executive Employee shall (A) report to the Boardsserve Employer, (B) serve Employer and its affiliates and subsidiaries faithfully and to the best of ExecutiveEmployee's ability, and (C) except during any period shall devote at least a majority of illness or incapacity or vacation to which he is entitled, devote all of ExecutiveEmployee's business time, attention, skill and efforts exclusively to the business and affairs of Employer (including its subsidiaries and its affiliates and subsidiaries affiliates) and the promotion of their its interests; provided. Notwithstanding the foregoing, however, Executive Employee may engage in charitable, educational, religious, civic and similar types of activities and serve as a member (all of the board of directors of other entities which shall be deemed to benefit Employer) to the extent that such activities and/or memberships do not inhibit or prohibit the performance of ExecutiveEmployee's duties hereunder, inhibit, hereunder or inhibit or conflict with or compete with the business of Employer or Employer, its affiliates subsidiaries and subsidiariesaffiliates. Further, or otherwise violate the terms of Article V below and provided that Executive promptly discloses such activities and/or memberships to the Boards. Nothing nothing in this Section 2.01 Agreement shall be deemed to preclude prohibit Employee from continuing to serve in the capacity of Chief Executive from making passive investments Officer of ADM Tronics Unlimited, Inc. (constituting ownership "ADM Tronics"). In no event may Employee serve on boards of less than five (5%) percent of any class of equity interest) in a publicly held corporation, directors or passive investments (constituting ownership of less than a controlling interest) in a non-public business, firm or entity, so long as such investment does not interfere with Executive's duties to Employer, its affiliates or subsidiaries or otherwise violate advisory committees without the terms prior written consent of the provisions set forth in Article V hereof. Executive shall perform his duties in a diligent manner; Board, which consent shall not engage in activities that are or could be detrimental to the existing or future business or reputation of Employer or its affiliates and subsidiaries; and shall observe and comply with all laws, customs, standards of business ethics and honest business practices, and policies and procedures of Employer and its affiliates and subsidiaries in place from time to time. Executive's principal base of operation for the performance of Executive's duties under this Agreement shall be in New York, New York; provided, however, that Executive shall perform such duties and responsibilities at such other places as shall from time to time be reasonably necessary to fulfill Executive's obligations under this Agreement in the discretion of Employerunreasonably withheld.
Appears in 1 contract
Position, Duties and Authority. During the Term (as defined below), Executive Employee shall serve as President and Co-Chief Executive Officer of Employer and its subsidiary, Acies, Inc., and in such other position or capacity for Employer and/or its affiliates and subsidiaries as Employer may request, and shall have such responsibilities, duties and authority that as are customary for the positions of President consistent with such position and Chief Executive Officeras may, subject at all times from time to the control and direction of the time, be reasonably assigned by Employer's Board of Directors of Employer (the "Employer BoardBOARD") ). Any substantial changes to such responsibilities, duties and the Board of Directors of Acies, Inc. (the "Acies, Inc. Board," and together with the Employer Board, the "Boards") and shall perform such services as customarily are provided by the President and Chief Executive Officer of a corporation and such other services consistent with his positions, as authority shall be assigned provided to him from time Employee in writing or otherwise agreed to time by the Boardsbetween Employer and Employee. During the Term, Employer shall take reasonable and lawful actions to cause Executive Employee to be re-nominated to serve on the BoardsBoard and, for as long as Executive continues to be a member of the Board, Employer shall continue to appoint him to serve as Vice Chairman of the Board. During the Term, Executive Employee shall (A) report to the Boardsserve Employer, (B) serve Employer and its affiliates and subsidiaries faithfully and to the best of ExecutiveEmployee's ability, and (C) except during any period shall devote at least a majority of illness or incapacity or vacation to which he is entitled, devote all of ExecutiveEmployee's business time, attention, skill and efforts exclusively to the business and affairs of Employer (including its subsidiaries and its affiliates and subsidiaries affiliates) and the promotion of their its interests; provided. Notwithstanding the foregoing, however, Executive Employee may engage in charitable, educational, religious, civic and similar types of activities and serve as a member (all of the board of directors of other entities which shall be deemed to benefit Employer) to the extent that such activities and/or memberships do not inhibit or prohibit the performance of ExecutiveEmployee's duties hereunder, inhibit, hereunder or inhibit or conflict with or compete with the business of Employer or Employer, its affiliates subsidiaries and subsidiariesaffiliates. Further, or otherwise violate the terms of Article V below and provided that Executive promptly discloses such activities and/or memberships to the Boards. Nothing nothing in this Section 2.01 Agreement shall be deemed to preclude prohibit Employee from continuing to serve in the capacity of Chief Executive from making passive investments Officer of ADM Tronics Unlimited, Inc. (constituting ownership "ADM Tronics"). In no event may Employee serve on boards of less than five (5%) percent of any class of equity interest) in a publicly held corporation, directors or passive investments (constituting ownership of less than a controlling interest) in a non-public business, firm or entity, so long as such investment does not interfere with Executive's duties to Employer, its affiliates or subsidiaries or otherwise violate advisory committees without the terms prior written consent of the provisions set forth in Article V hereof. Executive shall perform his duties in a diligent manner; Board, which consent shall not engage in activities that are or could be detrimental to the existing or future business or reputation of Employer or its affiliates and subsidiaries; and shall observe and comply with all laws, customs, standards of business ethics and honest business practices, and policies and procedures of Employer and its affiliates and subsidiaries in place from time to time. Executive's principal base of operation for the performance of Executive's duties under this Agreement shall be in New York, New York; provided, however, that Executive shall perform such duties and responsibilities at such other places as shall from time to time be reasonably necessary to fulfill Executive's obligations under this Agreement in the discretion of Employerunreasonably withheld.
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