Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing through January 31, 2001, the Executive shall serve be employed as the Chairman of the Board President and Chief Executive Operating Officer of the Company and shall, subject to the following sentence, be primarily responsible for the general management operations of the affairs automotive businesses of the Company. The Executive shall assume his responsibilities also be elected by the Board as a member of the Board, effective as of the Effective Date. Commencing on February 1, 2001, the Executive shall be employed as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the BoardCompany. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board and Chief Executive Officer and President of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive also shall be nominated to become a member of the Board during Board, effective as of the Term of Employment and the Board shall designate the Executive as its ChairmanEffective Date. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld)Board, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Executive Employee shall serve be appointed as the Chairman of the Board President and Chief Executive Officer of the Company on the Effective Date and shall, subject to the following sentence, after such date shall be responsible for the general management of the affairs of the Company. The Executive Employee also shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be elected by the Board to be a member of the Board during Board, effective as of the Term of Employment and the Board shall designate the Executive as its ChairmanEffective Date. The ExecutiveEmployee, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive Employee shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) a. Nothing herein shall preclude the Executive Employee from (i) serving on the boards of directors of a reasonable number of other corporations with subject to the concurrence approval of the Board (which approval shall not be unreasonably withheld)in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) delivering lectures, fulfilling speaking engagements or teaching occasional courses or seminars at educational institutions, (iv) engaging in charitable activities and community affairs, affairs and (ivv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall be employed and serve as the Executive Vice President and Chief Administrative Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Company's Chief Executive Officer ("CEO"). The Executive shall devote substantially all of his business time time, attention and attention skill to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of the Company. (b) Nothing . The Executive shall have all authority commensurate with such position. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject to the reasonable approval of the Board), (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)as an executive officer of the Company.

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board Executive Vice President and Chief Executive Financial Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his have all the authorities and responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be that are customarily associated with such positions in a member company of the Board during size and structure of the Term of Employment and the Board shall designate the Executive as its ChairmanCompany. The Executive, in carrying out his duties under this Agreement, shall report to the BoardPresident of the Company. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date, the Executive is, and shall serve be, employed as the Chairman of the Board and Chief Executive Officer Group President, NeuroCare of the Company and shall, subject to the following sentence, Executive has been assigned and shall be responsible for the general management of the affairs of the Company. The Executive shall assume his assigned such duties and responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of are reasonably consistent with such positions and such other duties and responsibilities as the Board during CEO or the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report ’s direct supervisor from time to the Board. time deem appropriate. (b) During the Term of Employment, the Executive shall devote substantially all of his her entire business time time, attention and attention energies to the business and affairs interest of the CompanyCompany in performing her duties and responsibilities under this Agreement, and to that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board. (bc) Nothing Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his her personal investments and affairs, provided provided, that such activities do not materially interfere with the proper performance of her duties and responsibilities as set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a)3.

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities also be elected by the Board as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during Board, effective as of the Term of Employment and the Board shall designate the Executive as its ChairmanEffective Date. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b3 (b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a3 (a).

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall be employed and serve as the President and Chief Operating Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Chief Executive Officer ("CEO"). The Executive shall devote substantially all of his business time time, attention and attention skill to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of the Company. (b) Nothing . The Executive shall have all authority commensurate with such position. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject to the reasonable approval of the Board), (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)as an executive officer of the Company.

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board President and Chief Executive Operating Officer of the Company and shall, subject to the following sentence, be primarily responsible for the general management operations of the affairs automotive businesses of the Company. The Executive shall assume his responsibilities also be elected by the Board as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during Board, effective as of the Term of Employment and the Board shall designate the Executive as its ChairmanEffective Date. The Executive, in carrying out his duties under this Agreement, shall report to the BoardChief Executive Officer. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board Vice President -- Product and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs Business Development of the Company. The Executive shall assume his have all the authorities and responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be that are customarily associated with such positions in a member company of the Board during size and structure of the Term of Employment and the Board shall designate the Executive as its ChairmanCompany. The Executive, in carrying out his duties under this Agreement, shall report to the BoardPresident of the Company. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities has also been elected by the Board as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its ChairmanBoard, effective October 20, 1997. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employmentthis Agreement, the Executive shall devote substantially all of his full business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with subject to the concurrence approval of the Board in each case (which approval shall not be unreasonably withheldhas been given as to the boards listed in Exhibit A attached), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board and Chief Executive Officer President of the Company and shall, subject to the following sentence, be responsible for the general financial and operational management of the affairs of the Company, as determined by the Company's Chief Executive Officer. The Executive shall assume his responsibilities continue to serve as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during if elected by the Term of Employment and the Board shall designate the Executive as its Chairmanshareholders. The Executive, in carrying out his duties under this Agreement, shall report to the BoardChief Executive Officer. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b3 (b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a3 (a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date, the Executive shall serve was employed as the Chairman of the Board and Chief Executive Officer Group President, VIASYS Operations & Corporate Quality of the Company and shall, subject to the following sentence, Executive has been assigned and shall be responsible for the general management of the affairs of the Company. The Executive shall assume his assigned such duties and responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of are reasonably consistent with such positions and such other duties and responsibilities as the Board during CEO or the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report ’s direct supervisor from time to the Board. time deem appropriate. (b) During the Term of Employment, the Executive shall devote substantially all of his entire business time time, attention and attention energies to the business and affairs interest of the CompanyCompany in performing his duties and responsibilities under this Agreement, and to that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board. (bc) Nothing Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided provided, that such activities do not materially interfere with the proper performance of his duties and responsibilities as set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a)3.

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date, the Executive shall serve is employed as the Chairman of the Board and Chief Executive Officer Group President, VIASYS International of the Company and shall, subject to the following sentence, Executive has been assigned and shall be responsible for the general management of the affairs of the Company. The Executive shall assume his assigned such duties and responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of are reasonably consistent with such positions and such other duties and responsibilities as the Board during CEO or the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report 's direct supervisor from time to the Board. time deem appropriate. (b) During the Term of Employment, the Executive shall devote substantially all of his entire business time time, attention and attention energies to the business and affairs interest of the CompanyCompany in performing his duties and responsibilities under this Agreement, and to that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board. (bc) Nothing Notwithstanding anything contained in Section 3(b) to the contrary, nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided provided, that such activities do not materially interfere with the proper performance of his duties and responsibilities as set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a)3.

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall be employed and serve as the Executive Vice President Global Systems Capability & Chief Supply Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Chief Executive Officer ("CEO"). The Executive shall devote substantially all of his business time time, attention and attention skill to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of the Company. (b) Nothing . The Executive shall have all authority commensurate with such position. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject to the reasonable approval of the Board), (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)as an executive officer of the Company.

Position, Duties and Responsibilities. (a) The Executive shall serve be appointed as the Chairman of the Board President and Chief Executive Officer of the Company on the Effective Date and shall, subject to the following sentence, after such date shall be responsible for the general management of the affairs of the Company. The Executive also shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be elected by the Board to be a member of the Board during Board, effective as of the Term of Employment and the Board shall designate the Executive as its ChairmanEffective Date. The Executive, in carrying out his her duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall devote substantially all of his her business time and attention to the business and affairs of the CompanyCompany and shall use her best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with subject to the concurrence approval of the Board in each case (which approval shall not be unreasonably withheldhas been given to the boards listed in Exhibit C hereto), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) delivering lectures, fulfilling speaking engagements or teaching occasional courses or seminars at educational institutions, (iv) engaging in charitable activities and community affairs, affairs and (ivv) managing his her personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his her duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board and Chief Executive Officer and President of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive continue to serve on the Board and shall be re-nominated as applicable so that he continues to serve as a member of the Board during the Term of Employment and the Board shall designate the Executive as its ChairmanEmployment. The Executive, in carrying out his duties under this Amended Agreement, shall report to the Board. During the Term term of Employmentthis Amended Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld)Board, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing until the date of December 31, 2009, the Executive shall serve be employed as the Chairman of the Board and Interim Chief Executive Officer of FBL and its Affiliated Companies and shall have the Company duties and shall, subject to the following sentence, be responsible for the general management responsibilities of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member as are set forth in the Articles of the Board during the Term of Employment Incorporation and the Board shall designate the Executive as By-Laws of FBL and its ChairmanAffiliated Companies. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall devote substantially all of his such business time and attention to the business and affairs of the CompanyCompany as shall be necessary to discharge his responsibilities hereunder and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive Executive, subject to the approval of the Board, from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld)corporations, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall be employed and serve as the Executive Vice President and Chief Administrative Officer of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Chief Executive Officer ("CEO"). The Executive shall devote substantially all of his business time time, attention and attention skill to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of the Company. (b) Nothing . The Executive shall have all authority commensurate with such position. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject to the reasonable approval of the Board), (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)as an executive officer of the Company.

Position, Duties and Responsibilities. (a) The Commencing on the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board President and Chief Executive Operating Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his have all the authorities and responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be that are customarily associated with such positions in a member company of the Board during size and structure of the Term of Employment and the Board shall designate the Executive as its ChairmanCompany. The Executive, in carrying out his duties under this Agreement, shall report to the BoardChairman of the Board and Chief Executive Officer of the Company. During the Term term of Employmentthis Agreement, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall be employed by the Company and shall serve as President of the Company, Chief Executive Officer and President of Kmart, and Chief Executive Officer of Sears Retail. The Executive shall also be appointed as a member of the Board. The Executive shall report to the Office of the Chairman. (b) The Executive shall devote substantially all of his business time time, attention and attention skill to the business performance of his duties and affairs responsibilities pursuant to Section 3(a), and shall use his best efforts to promote the interests of the CompanyCompany and its affiliates. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company or its affiliates. (bc) Nothing Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject in each case to the reasonable approval of the Board), (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)to the Company.

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume assumed his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall be employed and serve as the Executive Vice President Merchandising of the Company (or such other position or positions as may be agreed upon in writing by the Executive and the Company) and be responsible for the management of the affairs of the Company as directed by the Board and/or the Chief Executive Officer ("CEO"). The Executive shall devote substantially all of his business time time, attention and attention skill to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of the Company. (b) Nothing . The Executive shall have all authority commensurate with such position. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time by the Company. Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on or the boards of a reasonable number of trade associations and/or charitable organizationsorganizations (subject to the reasonable approval of the Board), (iiiii) engaging in charitable activities and community affairs, and (iviii) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)as an executive officer of the Company.

Position, Duties and Responsibilities. (a) The Commencing as of the Effective Date and continuing for the remainder of the Term of Employment, the Executive shall serve be employed as the Chairman of the Board and Chief Executive Officer and President of the Company and shallshall have the authority, subject to duties and responsibilities customarily exercised by an individual serving in those positions at a company the following sentence, be responsible for the general management of the affairs size and nature of the Company. The Executive , and shall assume perform such duties relating to the management and operation of the Company, consistent with his responsibilities position as President and Chief Executive Officer effective February 12Officer, 2001as may from time to time be assigned to him by the Board. The Executive shall be a member of assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the Board during the Term of Employment forgoing duties and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Boardresponsibilities. During the Term of Employment, the Executive shall devote substantially all of his business working time and attention efforts to the business and affairs of the Company. (b) Nothing herein shall preclude the Executive from ; provided, however that he may also (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving serve on the boards of a reasonable number of other business entities, trade associations and/or charitable organizationsorganizations (including, without limitation, those listed in Exhibit A), (iiiii) engaging engage in charitable activities and community affairs, and (iviii) managing manage his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)this Agreement. At all times during the Term of Employment, the Executive shall be a member of the Board and shall report solely and directly to the Board. The Executive shall also serve as Chief Operating Officer of the Company until a successor, approved by the Board of Directors, is appointed to that position.

Position, Duties and Responsibilities. (a) The Executive shall continue to serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject to the following sentence, be responsible for the general management of the affairs of the Company. The It is the intention of the parties that the Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall continue to be elected a member of the Board to serve during the Term of Employment and that the Board shall continue to designate the Executive as its Chairman. The Executive, in carrying out his duties under this Agreement, shall report to the Board. During the Term of Employment, the Executive shall devote substantially all of his business time and attention to the business and affairs of the CompanyCompany and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval concurrence shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with the effective discharge of his duties and responsibilities under Section 3(a).

Position, Duties and Responsibilities. (a) The During the Term of Employment, the Executive shall serve be employed as the Chairman of the Board President and Chief Executive Officer of the Company and shall, subject to shall no longer serve as the following sentence, be responsible for the general management Chief Operating Officer of the affairs Company effective as of the Company. The Executive shall assume his responsibilities as Chief Executive Officer effective February 12, 2001. Effective Date. (b) The Executive shall be a member of responsible for such duties and responsibilities that are assigned to him from time to time by the Board during the Term of Employment and the Board shall designate the Executive as its Chairman. Board. (c) The Executive, in carrying out his duties under this Agreement, shall report directly to the Board. During , and if the Company employs a Chief Operating Officer during the Term of Employmentthis Agreement such Chief Operating Officer shall report directly to the President and Chief Executive Officer. (d) In the event of a termination of employment of the Executive for any reason, the Executive shall devote substantially all of his business time and attention to the business and affairs immediately resign as a member of the CompanyBoard of the Company and each of its Affiliates. (be) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with subject to the concurrence approval of the Board (which approval shall not be unreasonably withheld)in each case, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b3(e) do not conflict or materially interfere with the effective discharge proper performance of his duties and responsibilities under Section 3(a)hereunder.