Services as an Employee Sample Clauses

Services as an Employee. Nothing in this Agreement gives the Optionee any right to continued service as an employee of the Corporation or limits in any way the right of the Corporation, its directors or its stockholders to terminate that service.

Services as an Employee. The Executive, in his capacity as [TITLE], shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Company’s board of directors or similar governing body of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit the Executive from (i) performing personal and charitable activities, (ii) delivering lectures at educational institutions or professional or corporate associations, (iii) managing personal investments and affairs, (iv) participating as an officer or director of, or advisor to, DuPont Fabros Development LLC or any other organization that is not engaged in the acquisition, development and operation of data centers, or (v) any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties for 1. Executive’s principal place of employment shall be at the principal executive offices of the Company in Washington, D.C. or in such other location in Washington, D.C. to which the Company may from time to time relocate its principal executive offices.

Services as an Employee. The Executive, in his capacity as President and Chief Executive Officer, shall faithfully perform for the Company and the LLC the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Company's board of directors or similar governing body of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive's business time and effort to the performance of the Executive's duties hereunder, provided that in no event shall this sentence prohibit the Executive from (i) performing personal and charitable activities, (ii) delivering lectures at educational institutions or professional or corporate associations, (iii) managing personal investments and affairs, (iv) participating as an officer or director of, or advisor to, DuPont Fabros Development LLC or any other organization that is not engaged in the acquisition, development and operation of data centers, or (v) any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive's duties for the Company and the LLC. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board (the “Compensation Committee”), except for any action required to be taken by the Board under the first sentence of this Section 2.1 or under Sections 2.2 or 6. 1. Executive's principal place of employment shall be at the principal executive offices of the Company in Washington, D.C. or in such other location in Washington, D.C. to which the Company may from time to time relocate its principal executive offices.

Services as an Employee. The Executive, in his capacity as Executive Vice President, Chief Financial Officer and Treasurer, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature, within the scope of authority commensurate with a chief financial officer of a public company, as shall be specified and designated from time to time by the Company’s President and Chief Executive Officer (including the performance of services for, and serving on the Board of Directors of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall report to the Chief Executive Officer. The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder. In no event shall the prior sentence prohibit the Executive from (i) performing charitable activities, (ii) delivering lectures at educational institutions or professional or corporate associations, or (iii) any other activities approved in advance by the President and Chief Executive Officer, so long as such activities do not contravene the prior sentence. Without the prior approval of the Company’s Board of Directors (the “Board”), Executive shall not serve in any executive capacity or as a member of the governing board of any private or public for-profit company. Executive’s principal place of employment shall be at the principal executive offices of the Company in Washington, D.C. or in such other location in the Washington, D.C. metropolitan area to which the Company may from time to time relocate its principal executive offices.

Services as an Employee. The Executive, in his capacity as Co-Founder and Chairman of the Board, shall faithfully perform such duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Company’s board of directors or similar governing body of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors of, any subsidiary or affiliate of the Company without any additional compensation). Initially, Executive duties shall include responsibilities related to legislative affairs-related initiatives for the Company. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board (the “Compensation Committee”), except for any action required to be taken by the Board under the first sentence of this Section 2.1 or under Sections 2.2 or 6.1. Executive’s principal place of employment shall be at the principal executive offices of the Company in Washington, D.C. or in such other location in Washington, D.C. to which the Company may from time to time relocate its principal executive offices.

Related to Services as an Employee

Consultants’ Services All consultants’ services required for the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines, and with the provisions of this Section.
Cessation of Employment In the event Executive shall cease to be employed by the Company for any reason, then Executive's compensation and benefits shall cease on the date of such event, except as otherwise provided herein or in any applicable employee benefit plan or program.
Where an Employee (a) at the maximum rate of a salary range is promoted, a new anniversary date is established based upon the date of promotion; (b) at a rate less than the maximum in the salary range is promoted and receives a promotional increase: (1) greater than a one-step increase, a new anniversary date based on the date of promotion is established; (2) of one step or less, the existing anniversary date is retained. 7.2.1 Where the duties of an employee are changed as a result of reorganization or reassignment of duties and the position is reclassified to a class with a lower maximum salary, an employee who occupies the position when the reclassification is made is entitled to salary progression based on merit to the maximum salary of the higher classification including any revision of the maximum salary of the higher classification that takes effect during the salary cycle in which the reclassification takes place. 7.2.2 An employee to whom Article 7. 2.1 applies is entitled to be appointed to the first vacant position in his or her former class that occurs in the same administrative district or unit, institution or other work area in the same ministry in which he or she was employed at the time the reclassification was made.
Termination of Employment or Service (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan). (b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. (c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date. (d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date. (e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee. (f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:
Not an Employment Agreement This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.
Continuous Service The Parties shall continue providing services to each other during the pendency of any dispute resolution procedure, and the Parties shall continue to perform their obligations (including making payments in accordance with Article IV, Section 4) in accordance with this Agreement.
Leave When Employment Terminates When the employment of an employee is terminated for any reason, the employee or his/her estate shall, in lieu of earned but unused vacation leave, be paid an amount equal to the product obtained by multiplying the number of days of earned but unused vacation leave by the daily rate of pay applicable to the employee immediately prior to the termination of his/her employment.
Outside Employment Employees may engage in other employment outside of their State working hours so long as the outside employment does not involve a conflict of interest with their State employment. Whenever it appears that any such outside employment might constitute a conflict of interest, the employee is expected to consult with his/her appointing authority or other appropriate agency representative prior to engaging in such outside employment. Employees of agencies where there are established procedures concerning outside employment for the purpose of insuring compliance with specific statutory restrictions on outside employment are expected to comply with such procedures.
Not an Employment Contract The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive's employment with the Company terminates for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.
Consultancy 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees of the Consultancy as the Consultancy may consider appropriate (“the Staff”), subject to the Employment Business and the Client being reasonably satisfied that the Staff has the required skills, qualifications and resources to provide the Consultancy Services to the required standard. 2.2 The Consultancy has the right, at its own expense, to enlist additional or substitute Staff in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy provides details, whenever practicable, of the proposed substitute or sub contractor, ahead of the planned substitution and subject to the Employment Business and the Client being reasonably satisfied that such additional Staff or any such sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard. 2.3 Where the Consultancy provides a substitute or sub-contracts all or part of the Consultancy Services pursuant to clause 2.2 above, the Consultancy shall be responsible for paying the substitute or sub contractor and shall ensure that any agreement between the Consultancy and any such substitute or sub-contractor shall contain obligations which correspond to the obligations of the Consultancy under the terms of this Agreement and the Consultancy shall remain responsible for the acts or omissions of any such substitute or sub-contractor. 2.4 The Consultancy shall take all reasonable steps to avoid any unplanned changes of Staff assigned to the performance of the Consultancy Services but if the Consultancy is unable for any reason to perform the Consultancy Services the Consultancy should inform the Employment Business on the first day of unavailability and in such case shall provide a substitute subject to the provisions of clause 2.2. 2.5 Due to the specialised nature of the work there may be a lengthy learning process for any Staff prior to becoming familiar with the work. As a result where substitute or additional staff are provided or where the performance of all or part of the Consultancy Services is sub-contracted, the Consultancy shall provide wherever possible, at its own expense, an overlap period for such substitute or additional Staff or any such subcontractor. 2.6 In the event that the Consultancy is unable to supply either the original personnel or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

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