Common use of Position Duties Responsibilities Clause in Contracts

Position Duties Responsibilities. (a) Except as set forth in Section 2(b), at all times during the Contract Period, Dee shall have the titles of Trustee, Senior Vice President and Chief Financial Officer of the Trust and shall have and perform the duties and responsibilities of those offices (the “Offices”), subject to the authority of the Board of Trustees of the Trust (the “Board of Trustees”). In addition, Dee may hold such other offices as may be designated from time to time by the Board of Trustees. (b) Dee will not be appointed to Chief Financial Officer (“CFO”) until five (5) days after the filing of the December 31, 2002 Form 10-KSB with the Securities and Exchange Commission (the “SEC”). Other than the occurrence of the foregoing event, no further action by the Trust is required for Dee to be appointed CFO. Until Dee becomes CFO hereunder, it is intended that he shall under no circumstances be considered an executive officer of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by the SEC. (c) At all times during the Contract Period, Dee shall devote substantially all of his business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of the Trust, and neither directly nor indirectly render any business, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board of Trustees. Nothing in this Agreement shall preclude Dee from devoting reasonable periods of time to charitable and community activities, service on boards of other companies (public or private) not in competition with the Trust, undertaken after consultation with the Board of Trustees; or the management of his personal investment assets provided: (i) such activities do not interfere with the performance by Dee of his duties hereunder; (ii) Dee does not make any single investment in excess of $500,000 in the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee that is approved by the independent Trustees of the Board of Trustees; and (iii) Dee does not advise, assist, or render any services, either directly or indirectly, to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the Trust. (d) The duties to be performed by Dee under this Agreement shall be performed primarily in Cuyahoga County at the offices of the Trust, and he shall not be required to perform services elsewhere except for travel incident to his performance of services hereunder.

Position Duties Responsibilities. 1.1 The Company hereby employs Xxxxxxx and Xxxxxxx hereby agrees to serve as Chairman and Chief Executive Officer of Company and in such other executive positions as designated by the Board of Directors of the Company (a) Except as "Board"). Xxxxxxx shall report to and be subject to the supervision, control and direction of the Board. He shall be the senior executive of the Company. Xxxxxxx shall have such other responsibilities and authority consistent with the status, titles and reporting requirements set forth in Section 2(b), at all times during the Contract Period, Dee shall have the titles of Trustee, Senior Vice President and Chief Financial Officer of the Trust and shall have and perform the duties and responsibilities of those offices (the “Offices”)herein as are appropriate to said positions, subject to the authority of the Board of Trustees of the Trust (the “Board of Trustees”). In addition, Dee may hold such other offices as may be designated change from time to time by the Board of Trustees. (b) Dee will not be appointed to Chief Financial Officer (“CFO”) until five (5) days after the filing of the December 31Board, 2002 Form 10-KSB with the Securities and Exchange Commission (the “SEC”). Other than the occurrence of the foregoing event, no further action by the Trust is required for Dee to be appointed CFO. Until Dee becomes CFO hereunder, it is intended provided that he shall under no circumstances be considered an executive officer of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by the SEC. (c) At all times during the Contract Period, Dee shall devote substantially all of his business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of the Trust, and neither directly nor indirectly render any business, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board of Trustees. Nothing in this Agreement shall preclude Dee from devoting reasonable periods of time to charitable and community activities, service on boards of other companies (public or private) not in competition with the Trust, undertaken after consultation with the Board of Trustees; or the management of his personal investment assets provided: (i) such activities do not interfere with the performance by Dee of his duties hereunder; (ii) Dee does not make any single investment in excess of $500,000 in the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee that is approved by the independent Trustees of the Board of Trustees; and (iii) Dee does not advise, assist, or render any services, either directly or indirectly, to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the Trust. (d) The duties to be performed by Dee under this Agreement shall be performed primarily in Cuyahoga County at the offices of the Trust, and he Xxxxxxx shall not be required to accept any position or reporting requirements or perform services elsewhere except for any duties that are inconsistent with his status as the Chief Executive Officer of the Company. Xxxxxxx'x office shall be principally located at the Company's headquarters, currently in Liberty Corner, New Jersey. During the term of the Agreement, the Company will not relocate its headquarters more than one and one-half hours' travel incident time by automobile from the Company's headquarters in Liberty Corner, New Jersey. Holdings hereby employs Xxxxxxx and Xxxxxxx hereby agrees to serve during the term of this Agreement, without additional compensation, on similar terms and conditions as set forth in the preceding paragraph, as Chairman and Chief Executive Officer of Holdings and, subject to his performance election, as a director of services hereunderthe Company, and as a director and officer of any corporation which is a subsidiary or affiliate of the 1.2 During the course of his employment, Xxxxxxx agrees to devote his full working time and attention and give his best efforts and skill to furthering the business and interests of the Company and Holdings. Consistent with the foregoing, Xxxxxxx may volunteer a reasonable portion of his non-working time to charitable, civic and professional organizations. 1.3 Notwithstanding the provisions of Section 1.2 above, during the course of his employment Xxxxxxx may serve as a director or officer of one or more companies affiliated with the Company. Xxxxxxx may also, with the written consent of the Company and Holdings, serve as a director of any public or private corporation, as a member of the governing board or as an officer of any charitable, civic, educational or professional organization, provided, however, that Xxxxxxx shall comply with the procedures established by the Company and Holdings to prevent conflicts of interest by its officers and employees with respect to the business of the Company and Holdings, their subsidiaries and affiliates.

Position Duties Responsibilities. (a) Except During the Term, the Executive: (i) shall serve as set forth the Chairman of the Board (subject to the Executive's appointment to this position within the 45-day period specified in Section 2(b), at all times during the Contract Period, Dee shall have the titles of Trustee, Senior Vice President ) hereof) and Chief Financial Executive Officer of the Trust and Company; (ii) shall have and perform the such authority, duties and responsibilities of those offices (the “Offices”), subject to the authority of as the Board of Trustees Directors of the Trust Company (the “"Board of Trustees”). In addition, Dee Directors") may hold such other offices as may be designated from time to time by prescribe that are consistent with the Board Executive's position as the Chief Executive Officer of Trustees.the Company; (biii) Dee will not be appointed to Chief Financial Officer (“CFO”) until five (5) days after shall perform diligently and faithfully, and shall use his best efforts in the filing of the December 31performance of, 2002 Form 10-KSB with the Securities his duties and Exchange Commission (the “SEC”). Other than the occurrence of the foregoing event, no further action by the Trust is required for Dee to be appointed CFO. Until Dee becomes CFO hereunder, it is intended that he shall responsibilities under no circumstances be considered an executive officer of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by the SEC.this Agreement; and (civ) At all times during the Contract Period, Dee shall devote substantially all of his business working time, energyattention, energies and talent skills to the business of his duties and responsibilities under this Agreement and to the furtherance of the purposes business and objectives interests of the TrustCompany and its subsidiaries or affiliates; provided, however, that the Executive shall be permitted to manage his own personal investments so long as such investment activities do not affect the Executive's performance of his duties and neither directly nor indirectly render any businessresponsibilities for the Company and do not adversely affect the reputation of the Company; and provided further, commercialhowever, or professional services that the Executive shall be permitted to any engage in civic and charitable activities and to serve on boards of directors of other personfor-profit and non-profit entities so long as such civic and charitable activities and board positions do not affect the Executive's performance of his duties and responsibilities for the Company, firm, or organization for compensation without do not adversely affect the prior approval reputation of the Company and have been approved in advance by resolution of the Board of Trustees. Nothing in this Agreement shall preclude Dee from devoting reasonable periods Directors or a committee thereof. (b) Within forty-five (45) days following the Executive's first day of time to charitable and community activities, service on boards of other companies (public or private) not in competition employment with the TrustCompany, undertaken after consultation with the Board of Trustees; Directors shall appoint the Executive as a director of the Company and shall elect the Executive as Chairman of the Board. The Board of Directors shall nominate the Executive as one of its director nominees to be considered for election at each annual meeting of stockholders of the Company during such period of time that the Executive is serving as the Company's Chief Executive Officer. If the Executive's employment with the Company is terminated, the Executive shall immediately resign as a director, as Chairman of the Board, as Chief Executive Officer and from all other offices and positions with the Company and any of its subsidiaries or the management of his personal investment assets provided:affiliates. (ic) such activities do The Executive represents to the Company that he is not interfere with a party to or bound by any non-competition or other agreement that would prevent or limit him from serving as a director or officer of the performance by Dee Company or from performing any of his duties hereunder; (ii) Dee does not make any single investment in excess of $500,000 in the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee that is approved by the independent Trustees of the Board of Trustees; and (iii) Dee does not advise, assist, or render any services, either directly or indirectly, to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the Trust. (d) The duties to be performed by Dee responsibilities under this Agreement shall be performed primarily in Cuyahoga County at the offices of the Trust, and he shall not be required to perform services elsewhere except for travel incident to his performance of services hereunderAgreement.

Position Duties Responsibilities. (a) Except as set forth in Section 2(b), at all times during the Contract Period, Dee Xxxxxxxxxx shall have the titles of TrusteeChairman of the Board of Trustees, Senior Vice Chief Executive Officer and President and Chief Financial Officer of the Trust and shall have and perform the duties and responsibilities of those offices (the “Offices”), subject to the authority of the Board of Trustees of the Trust (the “Board of Trustees”). In addition, Dee Xxxxxxxxxx may hold such other offices as may be designated from time to time by the Board of Trustees. (b) Dee Xxxxxxxxxx will not be appointed to Chief Financial Executive Officer (“CFOCEO”) until five (5) days after the filing of the December 31, 2002 Form 10-KSB with the Securities and Exchange Commission (the “SEC”). Other than the occurrence of the foregoing event, no further action by the Trust is required for Dee Xxxxxxxxxx to be appointed CFOCEO. Until Dee Xxxxxxxxxx becomes CFO CEO hereunder, it is intended that he shall under no circumstances be considered an the principal executive officer of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by the SEC. (c) At all times during the Contract Period, Dee Xxxxxxxxxx shall devote substantially all of his business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of the Trust, and neither directly nor indirectly render any business, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board of Trustees. Nothing in this Agreement shall preclude Dee Xxxxxxxxxx from devoting reasonable periods of time to charitable and community activities, service on boards of other companies (public or private) not in competition with the Trust, undertaken after consultation with the Board of Trustees; or the management of his personal investment assets provided: (i) such activities do not interfere with the performance by Dee Xxxxxxxxxx of his duties hereunder; (ii) Dee Xxxxxxxxxx does not make any single investment in excess of $500,000 in the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply to the continued holding by Dee Xxxxxxxxxx of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee Xxxxxxxxxx that is approved by the independent Trustees of the Board of Trustees; and (iii) Dee Xxxxxxxxxx does not advise, assist, or render any services, either directly or indirectly, to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee Xxxxxxxxxx of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the Trust. (d) The duties to be performed by Dee Xxxxxxxxxx under this Agreement shall be performed primarily in Cuyahoga County at the offices of the Trust, and he shall not be required to perform services elsewhere except for travel incident to his performance of services hereunder.

Position Duties Responsibilities. (a) Except During the Term, the Executive will serve as set forth in Section 2(b), at all times during the Contract Period, Dee shall have the titles of Trustee, Senior Vice President and Chief Financial Executive Officer of the Trust and shall have and perform the Company, with duties and responsibilities including general supervision, direction and control of those offices (the “Offices”)business and affairs of the Company, subject to the authority control of the Board of Trustees Directors of the Trust Company (the “Board of Trustees”"Board"). In addition, Dee may hold and such other offices additional duties, consistent with his position, as may be designated assigned from time to time by the Board. The Executive will devote his full business time, attention and energies to the operations and activities of the Company, except for reasonable vacations and for reasonable periods of illness or incapacity. It is understood that the Executive may need to devote small amounts of time during the first weeks of his employment to concluding certain transactions on behalf of his prior business. It is also understood that the Executive may, with the prior consent of the Board (which consent shall not be unreasonably withheld), serve on the board of Trusteesdirectors of one or more other corporations not in competition with the Company and its subsidiaries. (b) Dee will not be The Board has appointed Executive to Chief Financial Officer (“CFO”) until five (5) days after fill a newly created vacancy on the filing Board and nominated Executive for election as a director at the annual meeting of the December 31Company's stockholders scheduled for June 19, 2002 Form 10-KSB with 1991. With respect to all regular elections of directors during the Securities and Exchange Commission (Term, subject to the “SEC”). Other than the occurrence fiduciary duties of the foregoing eventBoard, no further action by the Trust is required for Dee Company shall nominate, and use its best efforts to be appointed CFO. Until Dee becomes CFO hereunderelect, it is intended that he shall under no circumstances be considered an executive officer Executive to serve as a member of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by Board. Upon the SEC. (c) At all times during the Contract Period, Dee shall devote substantially all of his business time, energy, and talent to the business of and to the furtherance termination of the purposes and objectives Term for any reason, Executive shall resign as a direct subsidiaries, as the case may be. During the Term, so long as the Executive shall be a director, Executive shall serve as Chairman of the Trust, and neither directly nor indirectly render any business, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board of Trustees. Nothing in this Agreement shall preclude Dee from devoting reasonable periods of time to charitable and community activities, service on boards of other companies (public or private) not in competition with the Trust, undertaken after consultation with the Board of Trustees; or the management of his personal investment assets provided: (i) such activities do not interfere with the performance by Dee of his duties hereunder; (ii) Dee does not make any single investment in excess of $500,000 in the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee that is approved by the independent Trustees of the Board of Trustees; and (iii) Dee does not advise, assist, or render any services, either directly or indirectly, to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the TrustBoard. (d) The duties to be performed by Dee under this Agreement shall be performed primarily in Cuyahoga County at the offices of the Trust, and he shall not be required to perform services elsewhere except for travel incident to his performance of services hereunder.

Position Duties Responsibilities. (a) Except as set forth in Section 2(b), at all times during the Contract Period, Dee shall have the titles of Trustee, Senior Vice President and Chief Financial Officer Upon commencement of the Trust and Term, Employee shall have and perform the duties and responsibilities serve as Head of those offices (the “Offices”)School, subject to the authority of performing such supervisory services as the Board of Trustees of the Trust School (“Board”) shall reasonably deem appropriate. Employee shall exercise such authority, and perform such duties and functions and discharge such responsibilities as are reasonably associated with Employee’s position, commensurate with the “authority vested in Employee’s position, pursuant to this Agreement and as determined by the Board of Trustees”). In addition, Dee may hold such other offices as may be designated from time to time by the Board of Trusteestime. Attached as Exhibit A is a job description for this position and is incorporated into this Agreement. (b) Dee will not be appointed Employee shall devote Employee’s entire time, attention and energy (during Employee’s designated working hours) to Chief Financial Officer (“CFO”) until five (5) days after the filing business and affairs of the December 31School and shall use Employee’s best efforts, 2002 Form 10-KSB with skills and abilities in the Securities performance of Employee’s duties and Exchange Commission (services hereunder and to promote the “SEC”). Other than the occurrence interests of the foregoing eventSchool in a competent, no further action by the Trust is required for Dee to be appointed CFO. Until Dee becomes CFO hereunder, it is intended that he shall under no circumstances be considered an executive officer of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by the SECprofessional and ethical manner. (c) At all times Employee shall maintain his primary offices and a presence at the School and be present at the School during normal business hours unless School business requires otherwise. Employee shall not have personal days, but may use discretion when leaving School for personal emergencies or medical reasons (d) Employee's services to the School shall be full-time and exclusive during the Contract PeriodTerm. During the Term, Dee Employee shall devote substantially all not render commercial or professional services of his business timeany nature to, energyfor or on behalf of any person, school or organization other than the School, without the prior written consent of the School in its sole and absolute discretion, and talent to Employee will not directly or indirectly engage in any business or activity that is competitive in any manner with the business of the School or in any way constitutes a conflict of interest with respect to Employee’s (i) duty of loyalty to the School, and (ii) exclusive employment relationship with the School. (e) Employee shall report exclusively to the President and the Executive Board of the School. All other members of the administration and faculty will report to Employee or his designated administrative staff. Employee will have the authority to select his administrative staff and department heads, and to the furtherance of the purposes hire and objectives of the Trustterminate all School employees, including, but not limited to, faculty and neither directly nor indirectly render any businessadministrators, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board of Trustees. Nothing in this Agreement shall preclude Dee from devoting reasonable periods of time to charitable and community activities, service on boards of other companies (public or private) not in competition with the Trust, undertaken after consultation with the Board President and/or the Executive Board. Budget decisions will be proposed by the Head of Trustees; or the management of his personal investment assets provided: (i) such activities do not interfere School in cooperation with the performance by Dee of his duties hereunder; (ii) Dee does not make any single investment in excess of $500,000 in Treasurer and the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply President and is subject to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee that is approved approval by the independent Trustees of the Board of Trustees; and (iii) Dee does not advise, assist, or render any services, either directly or indirectly, to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the TrustBoard. (df) The duties to be performed by Dee under this Agreement Employee acknowledges and agrees that, as a condition of Employee’s continued employment with the School, Employee shall be performed primarily in Cuyahoga County at the offices of the Trust, and he shall not be required to perform services elsewhere except for travel incident observe all of the rules, procedures and policies of the School as may be in effect from time to his time. (g) The Board, or a designated committee thereof, shall periodically provide Employee with an evaluation of the performance of services hereunderhis duties. Such evaluation shall take such form as the Board shall reasonably establish, and may contain recommendations for changes in the performance of his duties. (h) Employee agrees that Employee shall not knowingly commence or participate in any activity that is illegal or detrimental to the business interests, reputation and/or goodwill of the School.

Position Duties Responsibilities. (a) Except During the Term, the Executive: (i) shall serve as set forth in Section 2(b), at all times during the Contract Period, Dee shall have Chairman of the titles of Trustee, Senior Vice President Board and the Chief Financial Executive Officer of the Trust and Company and, as such, shall have general responsibility for and perform oversight of the duties business and responsibilities affairs of those offices (the “Offices”)Company, subject to the authority control and direction of the Company’s Board of Trustees of the Trust Directors (the “Board of TrusteesDirectors”). In addition; (ii) shall have such authority, Dee duties and responsibilities as set forth in the By-Laws of the Company as now or hereafter in effect or as the Board of Directors may hold from time to time prescribe that are consistent with the Executive’s position as the Chief Executive Officer of the Company; (iii) shall perform diligently and faithfully, and use his reasonable best efforts in the performance of, his duties and responsibilities under this Agreement; (iv) shall devote all of his working time, attention, energies and skills to his duties and responsibilities under this Agreement and to the furtherance of the business and interests of the Company; provided, however, that the Executive shall be permitted to engage in civic and charitable activities and to serve on boards of directors of other for-profit and non-profit entities so long as such other offices civic and charitable activities and board positions do not affect the Executive’s performance of his duties and responsibilities for the Company, do not adversely affect the reputation of the Company and have been approved in advance by resolution of the Board of Directors or a committee thereof; and (v) shall maintain his business office at and be based out of an office of the Company or one of its subsidiaries as may be designated determined from time to time by the Board of TrusteesDirectors. (b) Dee will not be appointed to Chief Financial Officer (“CFO”) until five (5) days after During the filing of the December 31Term, 2002 Form 10-KSB with the Securities and Exchange Commission (the “SEC”). Other than the occurrence of the foregoing event, no further action by the Trust is required for Dee to be appointed CFO. Until Dee becomes CFO hereunder, it is intended that he shall under no circumstances be considered an executive officer of the Trust or be considered to be performing similar functions as such terms are used in Form 10-KSB or Item 307 of Regulation S-B as promulgated by the SEC. (c) At all times during the Contract Period, Dee shall devote substantially all of his business time, energy, and talent to the business of and to the furtherance of the purposes and objectives of the Trust, and neither directly nor indirectly render any business, commercial, or professional services to any other person, firm, or organization for compensation without the prior approval of the Board of Trustees. Nothing in this Agreement Directors shall preclude Dee from devoting reasonable periods of time to charitable and community activities, service on boards of other companies (public or private) not in competition with nominate the Trust, undertaken after consultation with the Board of Trustees; or the management of his personal investment assets provided: (i) such activities do not interfere with the performance by Dee of his duties hereunder; (ii) Dee does not make any single investment in excess of $500,000 in the outstanding securities of a publicly owned equity real estate investment trust or of any other entity engaged primarily in the ownership and/or management of real estate, other than the Trust. This limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter and any holding by Dee that is approved by the independent Trustees Executive as one of the Board Company’s director nominees for election at each annual meeting of Trustees; and (iii) Dee does stockholders of the Company. If the Executive is so nominated but not adviseelected by stockholders as a director of the Company, assist, or render any services, either directly or indirectly, then the Company may continue to a publicly-owned equity real estate investment trust or in any other entity engaged primarily in employ the ownership and/or management of real estate that competes with the Trust (except that this limitation shall not apply to the continued holding by Dee of any investments that were held by him on January 1, 2003 and have been held by him continuously thereafter), other than the Trust. (d) The duties to be performed by Dee Executive under this Agreement as its Chief Executive Officer but not as its Chairman (without constituting a breach or Good Reason under this Agreement) or may terminate the Executive’s employment with the Company, in which latter event the Company shall be performed primarily compensate the Executive in Cuyahoga County at the offices of same manner as under Section 5(e) as if the Trust, and he shall Company had determined not be required to perform services elsewhere except for travel incident to his performance of services hereunderextend the Term.