Services by Executive Clause Samples
The "Services by Executive" clause defines the specific duties and responsibilities that the executive is expected to perform under the agreement. It typically outlines the scope of work, reporting structure, and any performance standards or objectives the executive must meet, such as managing a department, overseeing projects, or representing the company in certain matters. This clause ensures both parties have a clear understanding of the executive's role, helping to prevent misunderstandings and providing a basis for evaluating performance.
Services by Executive. Executive agrees that, during the period of his employment, Executive shall provide personal services to the Alta Entities pursuant to this Agreement, and Executive will not, within the California counties of Los Angeles, San Bernardino and Orange, without the prior written consent of PMH (which consent may be granted or withheld in the sole and absolute discretion of PMH), individually or in any combination, directly or indirectly, as an owner, shareholder, director, officer, trustee, partner, associate, consultant, principal, agent, contractor, employee or otherwise:
i. engage, participate in, form, contract, aid, or hold any interest in an independent physician association (IPA) or managed care organization (including but not limited to an HMO, PPO, or self-insured employer plan), or otherwise engage in any business with an IPA or managed care organization (including but not limited to an HMO, PPO, or self-insured employer plan), which is, or as of the Executive’s engagement or participation, would become, competitive with any aspect of the business or operations of the Alta Entities or PMH, or any affiliate of either of them, including, Prospect Medical Group, Inc., a California corporation (“PMG”).
ii. engage in the Restricted Activities in the Territory, as set forth in Section 8.9 of the Reorganization Agreement (subject to Section 8.9(b) thereof).
Services by Executive. Executive agrees to serve as a director or officer of the Corporation so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Corporation’s Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), and Bylaws of the Corporation and until such time as he resigns or fails to stand for election or is removed from his position. Executive may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), without affecting the indemnification agreed to hereunder, in which event the Corporation shall have no obligation under this Agreement to continue Executive in any such position.
Services by Executive. In consideration for the Company’s execution and delivery of this Agreement, Executive agrees that Executive will render services to the Company (or to any subsidiary thereof or successor thereto, as applicable) during the period of Executive’s employment to the best of Executive’s ability and in a prudent and businesslike manner and that Executive shall devote substantially the same time, efforts and dedication to Executive’s duties as heretofore devoted.
Services by Executive. Executive agrees that, during the period of his employment, Executive shall provide personal services to the Company or affiliated entities of the Company pursuant to this Agreement, and Executive will not, within the California counties of Los Angeles, San Bernardino and Orange, without the prior written consent of Employer, acting through its Board of Directors (which consent may be granted or withheld in the sole and absolute discretion of Company), individually or in any combination, directly or indirectly, as an owner, shareholder, director, officer, trustee, partner, associate, consultant, principal, agent, contractor, employee or otherwise:
i. engage, participate in, form, contract, aid, or hold any interest in an independent physician association (“IPA”) or managed care organization (including but not limited to an HMO, PPO, or self-insured employer plan), or otherwise engage in any business with an IPA or managed care organization (including but not limited to an HMO, PPO, or self-insured employer plan), which is, or as of Executive’s engagement or participation, would become, competitive with any aspect of the business or operations of the Company or its affiliates ( a “Competing Business”);
ii. engage in the Restricted Activities in the Territory, as set forth in Section 8.9 of the Reorganization Agreement (subject to Section 8.9(b) thereof).
Services by Executive. Executive agrees that, during the period of his employment, Executive shall provide personal services to the ProMed Entities pursuant to this Agreement, and Executive will not, within the California counties of Los Angeles, San Bernardino and Orange (other than Executive’s existing business with the Chaparral Clinics), without the prior written consent of PMH (which consent may be granted or withheld in the sole and absolute discretion of PMH), individually or in any combination, directly or indirectly, as an owner, shareholder, director, officer, trustee, partner, associate, consultant, principal, agent, contractor, employee or otherwise:
(i) engage, participate in, form, contract, aid, or hold any interest in an independent physician association (IPA) with over 50,000 enrollees, or any entity that manages an IPA with over 50,000 enrollees, which is, or as of the Executive’s engagement or participation, would become, competitive with any aspect of the business or operations of the ProMed Entities, PMH, PMG or any affiliate of any of them (it being understood that the restrictions of this Subsection (a) shall not restrict (A) Executive from practicing medicine generally, nor restrict Executive from contracting with IPAs for the provision of personally-provided patient care services, provided that such practice does not detract from Executive’s ability to provide services to the ProMed Entities or any directorship or committees to which Executive is then serving under the terms of this Agreement, (B) restrict Executive from his ownership and/or operation of the Chaparral Clinics, (C) prohibit Executive from owning up to five percent (5%) of any class of securities of any publicly traded company, or (D) prohibit Executive from continuing to engage in any activity in which Executive was engaged in as of the Effective Date, which activities have been disclosed in writing to Prospect provided such activities do not now, or in the future, become a conflict of interest with the business of Prospect or its affiliates).
(ii) commit any other act or assist others to commit any other act that is injurious to the business of the ProMed Entities or any of the ProMed Entities’ affiliates, including but not limited to PMG, PMH, or any other of PMH’s affiliates. Executive shall be entitled to attend seminars, conferences and meetings relating to the business of PMH consistent with PMH established policies in that regard so long as such attendance does not interfere with E...