Common use of Position Duties and Representations Clause in Contracts

Position Duties and Representations. (a) During the Employment Period, the Executive shall be employed as the Chairman of the Board and Chief Executive Officer of the Company and shall report solely to the Board of Directors of the Company (the “Board”). The Executive shall be responsible for oversight and management of all operations and activities of the Company, Parent, Midco and the direct or indirect subsidiaries and controlled affiliates of each of them (the “Company Group”), and all employees of any member of the Company Group shall report, directly or indirectly, to the Executive. The Executive’s services to the Company shall be performed primarily at the offices of the Company located in New York City, subject to travel requirements necessary to discharge the responsibilities and duties assigned to the Executive hereunder. (b) Excluding periods of vacation, sick leave and disability to which the Executive is entitled during the Employment Period, the Executive agrees, to the extent necessary to discharge the responsibilities and duties assigned to the Executive hereunder, to use the Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period and the “Non-Competition Period” (as defined in Section 6(a)), the Executive may (i) serve on corporate, civic, educational, philanthropic or charitable boards or committees, (ii) passively own not more than three percent (3%) of the outstanding capital stock of any corporation whose stock is publicly traded, or (iii) manage personal investments. In addition, during the Employment Period, the Executive may engage in any other activity (other than as an employee) which is not competitive with any activity of the Company Group (other than a de minimis activity of the Company Group) at the time the Executive commences engaging in such activity, so long as such activity does not interfere with the performance of the Executive’s responsibilities and duties hereunder, and the amount of time the Executive spends on all such activities is insignificant. (c) The Executive represents and warrants to the Company that, other than prohibitions generally imposed by law, there is no “Contract” (as defined in Section 6(d)) or other restriction or agreement in effect that would prohibit or otherwise limit the Executive’s ability to enter into or negotiate this Agreement, become an employee or officer of the Company or to discharge the responsibilities and duties assigned to the Executive hereunder.

Position Duties and Representations. (a) During the Employment Period, the Executive shall be employed as the Chairman of the Board and Chief Executive Officer of the Company Division and shall report solely to the Board of Directors Chief Executive Officer of the Company (the “BoardCEO”). The Executive shall be responsible for oversight and management of all operations and activities of the Company, Parent, Midco Division and any activities consistent therewith and related thereto assigned to the direct or indirect subsidiaries and controlled affiliates of each of them (Executive by the “Company Group”)CEO, and all employees of any member of the Company Group Division shall report, directly or indirectly, to the Executive (and, through the Executive, to the CEO), and to no other direct report of the CEO. The Executive’s services to the Company shall be performed primarily at the offices of the Company located in New York City, subject to travel requirements necessary to discharge the responsibilities and duties assigned to the Executive hereunder. (b) Excluding periods of vacation, sick leave and disability to which the Executive is entitled during the Employment Period, the Executive agrees, to the extent necessary to discharge the responsibilities and duties assigned to the Executive hereunder, to use the Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period and the “Non-Competition Period” (as defined in Section 6(a)), the Executive may (i) serve on corporate, civic, educational, philanthropic or charitable boards or committees, (ii) passively own not more than three percent (3%) of the outstanding capital stock of or any corporation whose stock is publicly traded, or (iii) manage personal investments. In addition, during the Employment Period, the Executive may investments or (iv) engage in any other activity (other than as an employee) which is not competitive with any activity of the Company Group Company, and Division or the Business (other than a de minimis activity of the Company GroupCompany, and Division or the Business) at the time the Executive commences engaging in such activity, so long as such activity does not interfere with the performance of the Executive’s responsibilities and duties hereunder, and the amount of time the Executive spends on all such activities is insignificant. (c) The Executive represents and warrants to the Company that, other than prohibitions generally imposed by law, there is no “Contract” (as defined in Section 6(d)) or other restriction or agreement in effect that would prohibit or otherwise limit the Executive’s ability to enter into or negotiate this Agreement, become an employee or officer of the Company or to discharge the responsibilities and duties assigned to the Executive hereunder, other than as set forth in Section 5(e) of the Employment Agreement entered into in July 1999 between the Executive and Universal Music Group, Inc. (the “UMG Agreement”). The Executive further represents and warrants to the Company that the only restrictions, whether in a Contract or otherwise, prohibiting or limiting him from soliciting, retaining, hiring or entering into a Contract of any type with employees, writers, producers, recording artists or other talent on or after the Effective Date are contained in Section 5(e) of the UMG Agreement, and that a complete and accurate copy of such Section 5(e) has been disclosed to the Company.

Position Duties and Representations. (a) During the Employment Period, the Executive shall be employed as the Vice-Chairman – Strategy & Operations of the Board and Chief Executive Officer of the Company Parent and shall report solely to the Board Chief Executive Officer of Directors of the Company Parent (the “BoardCEO”). The Subject to the ultimate authority of the CEO, (i) the Executive shall be responsible for oversight have direct management responsibility for, and management of all operations authority over, global corporate strategy, information technology, and activities investor relations of the Company, Parent, Midco and the direct or and indirect subsidiaries and controlled affiliates of each of them (the “Company Group”), the Strategic Initiatives & Operations and all employees Business Development groups currently overseen by the Executive as of the date hereof, and any member special projects and/or transformational initiatives assigned to the Executive by the CEO, and (ii) the Executive shall continue the Executive’s current role in the M&A activities of the Company Group shall report, directly or indirectly, to the ExecutiveGroup. The Executive’s services to the Company shall be performed primarily at the offices of the Company located in New York City, subject to travel requirements necessary to discharge the responsibilities and duties assigned to the Executive hereunder. (b) Excluding periods of vacation, sick leave and disability to which the Executive is entitled during the Employment Period, the Executive agrees, to the extent necessary to discharge the responsibilities and duties assigned to the Executive hereunder, to use the Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period and the “Non-Competition Period” (as defined in Section 6(a)), the Executive may (i) serve on corporatecorporate boards or committees with the consent of the CEO, which consent shall not be unreasonably withheld, (ii) serve on civic, educational, philanthropic or charitable boards or committees, (iiiii) passively own not more than three percent (3%) of the outstanding capital stock of or any corporation whose stock is publicly traded, or traded and (iiiiv) manage personal investments. In addition, during the Employment Period, the Executive may engage in any other activity (other than as an employee) which is not competitive with any activity of the Company Group (other than a de minimis activity of the Company Group) at the time the Executive commences engaging in such activity, so long as such activity does not interfere with the performance of the Executive’s responsibilities and duties hereunder, and the amount of time the Executive spends on all such activities is insignificant. (c) The Executive represents and warrants to the Company that, other than prohibitions generally imposed by law, there is no “Contract” (as defined in Section 6(d)) or other restriction or agreement in effect that would prohibit or otherwise limit the Executive’s ability to enter into or negotiate this Agreement, become an employee or officer of the Company or to discharge the responsibilities and duties assigned to the Executive hereunder.

Position Duties and Representations. (a) During the Employment Period, the Executive shall be employed as the Chairman of the Board and Chief Executive Officer of the Company Parent and shall report solely to the Board of Directors of the Company Parent (the “Board”). The Executive shall be responsible for oversight and management of all operations and activities of the Company, Parent, Midco and the direct or indirect subsidiaries and controlled affiliates of each of them (the “Company Group”), and all employees of any member of the Company Group shall report, directly or indirectly, to the Executive. The Executive’s services to the Company shall be performed primarily at the offices of the Company located in New York City, subject to travel requirements necessary to discharge the responsibilities and duties assigned to the Executive hereunder. (b) Excluding periods of vacation, sick leave and disability to which the Executive is entitled during the Employment Period, the Executive agrees, to the extent necessary to discharge the responsibilities and duties assigned to the Executive hereunder, to use the Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period and the “Non-Competition Period” (as defined in Section 6(a)), the Executive may (i) serve on corporate, civic, educational, philanthropic or charitable boards or committees, (ii) passively own not more than three percent (3%) of the outstanding capital stock of any corporation whose stock is publicly traded, or (iii) manage personal investments. In addition, during the Employment Period, the Executive may engage in any other activity (other than as an employee) which is not competitive with any activity of the Company Group (other than a de minimis activity of the Company Group) at the time the Executive commences engaging in such activity, so long as such activity does not interfere with the performance of the Executive’s responsibilities and duties hereunder, and the amount of time the Executive spends on all such activities is insignificant. (c) The Executive represents and warrants to the Company that, other than prohibitions generally imposed by law, there is no “Contract” (as defined in Section 6(d)) or other restriction or agreement in effect that would prohibit or otherwise limit the Executive’s ability to enter into or negotiate this Agreement, become an employee or officer of the Company or to discharge the responsibilities and duties assigned to the Executive hereunder.